A. Motion
The Board of Directors proposes the creation of authorized capital
in an amount not to exceed 5% of the issued share capital by
means of the following addition to the Articles of Association.
Article 4b (new)
Authorized Capital
The Board of Directors shall be authorized, at any time until
27 February 2010, to increase the share capital by a maximum
of CHF 10,370,000 through the issuance of a maximum of
103,700,000 fully paid registered shares with a par value of
CHF 0.10 each.
The shareholders shall be granted subscription rights for the
acquisition of the new shares in proportion to their shareholdings.
The Board of Directors shall be authorized to determine the particulars
of the exercise of the subscription rights. Subscription
rights that have not been exercised will be used as the Board of
Directors determines to be in the interest of the Corporation. The
Board of Directors is entitled to issue these shares in partial
amounts. The Board of Directors shall determine the date of issue
of the new shares. The issue price of the new shares is CHF 0.10
and the contribution for the new shares shall be made by converting
into share capital freely available reserves in a maximum
amount of CHF 10,370,000. The new shares shall be entitled to
dividends as from the financial year in which they are issued.
The subscription and acquisition of the new shares, as well as
any subsequent transfer of the shares, are subject to the registration
requirements set out in Article 5 of these Articles of
Association.
B. Explanations
The Board of Directors proposes to create authorized share capital
in order to allow for distribution of a stock dividend. Upon
approval of the proposed authorized share capital, the Board of
Directors will increase the share capital by allotting to each
existing share one entitlement. A certain number of entitlements
will give its holder the right to receive one additional UBS
AG share for free. The entitlements will be tradable on virt-x
and therefore allow shareholders to choose whether they wish
to receive new UBS AG shares or monetize the value of the
entitlements by selling them in the market. The initial theoretical
value of one entitlement is expected broadly to reflect the
CHF value of the dividend for the financial year 2006 subject to
market developments.
The increase of the share capital will not exceed 5% of the
share capital issued at the time the entitlements are allotted, or
a ratio of one free new share for a minimum of every 20 shares
already owned. The exchange ratio will be determined by the
Board of Directors, and shareholders will be informed thereof
on or by the date of the Annual General Meeting (AGM). No
additional shareholders’ resolution is necessary at the AGM.
It is expected that the record date for allotting the entitlements
will be 25 April 2008. Treasury shares held by UBS AG on
the relevant record date will not be allotted entitlements for
new shares.
For further information please refer to Letter to Shareholders dated 10 January 2008 and the Shareholder Information Brochure dated 31 January 2008 under the heading "Stock Dividend".
