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Analysts & InvestorsAnnual Reporting 2005
Annual Reporting 2005  
Annual Review Financial Report Handbook
     
Introduction
UBS
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Financial Management
Capital Management & UBS Shares
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Dividends
Dividends

UBS normally pays an annual dividend to shareholders registered as of the date of the Annual General Meeting (the record date). Payment is usually scheduled three business days thereafter.

The level of our dividend is dependent on our targeted capital ratios and the cash flow generation of the company. Our dividend policy takes into account the fact that our shareholders have different preferences for receiving shareholder returns: some prefer cash dividends, some prefer share buybacks. By pursuing both avenues, we aim to attract and retain the widest, most diverse global shareholder base.

The decision on dividend payments falls under the AGM’s authority and is subject to shareholder approval.

Dividend in 2005

We were able, after the approval of the Annual General Meeting of shareholders on 21 April 2005, to pay a dividend of CHF 3.00 for 2004, 15.4% higher than the previous year’s CHF 2.60. Shareholders in the US received a net dividend payment of USD 1.65 per share. This excludes the 35% Swiss withholding tax that can partly be reclaimed by US investors. The ex-dividend date was 22 April 2005. Payment took place on 26 April 2005 for shareholders of record on 21 April 2005.

For details on the distribution planned in 2006 for the 2005 financial year (dividend and par value repayment), please refer to the sidebar on the next page.

US shareholders

UBS’s share registry is divided into two parts. There is a Swiss register, which is maintained by UBS acting as Swiss transfer agent, and a US register, which is maintained by Mellon Investor Services, as US transfer agent. A shareholder is entitled to hold shares registered in his / her name on either register and to transfer shares from one register to the other upon giving proper instruction to the transfer agents.

For more details on “Shareholders’ participation rights” refer to page 122 in this report.

The norm in the US is to declare dividends at least ten days in advance of the applicable record date with ex-dividend trading commencing two days before the record date. To ensure that shareholders on the Swiss and US registers are similarly treated in connection with dividend payments, and to avoid disparities between the two markets, NYSE trading takes place with due bills for the two-business day period preceding the dividend record date.

UBS pays dividends in Swiss francs. For UBS ordinary shares held in street name through The Depository Trust Company – a member of the US Federal Reserve System, a limited-purpose trust company under New York State banking law and a registered clearing agency with the Securities and Exchange Commission – any dividend will be converted into US dollars. Holders of UBS ordinary shares registered on the US register will receive dividend payments in US dollars unless they provide notice to Mellon Investor Services that they wish to receive dividend payments in Swiss francs.

UBS will fix the US dollar dividend and par value payment amount on the basis of the DJ Interbank Foreign Exchange rate for sale of Swiss francs against US dollars on 20 April 2006 and 10 July 2006 respectively.

Holders of UBS shares are subject to 35% withholding tax on dividends they receive from UBS. Shareholders in the US can normally reclaim part of this, bringing their tax rate down to 15%. Par value repayments are not subject to withholding tax and are distributed in full. Further disclosure relating to the taxation of US holders of UBS shares can be found in our Form 20-F, in section E of item 10.

Capital management and shareholder distribution in 2006

At the AGM on 19 April in Basel, the Board of Directors will propose a series of corporate actions impacting the capital management of UBS.

Distribution to shareholders

For the financial year 2005, the Board of Directors will recommend a total payout of CHF 3.80 per share at the AGM. The payout comprises a regular dividend of CHF 3.20, up 7% from a year earlier to be distributed in April (ex-dividend date 20 April 2006, with payment on 24 April 2006 for shareholders of record on 19 April 2006), plus a one-time par value repayment of CHF 0.60 per share. The repayment will allow UBS shareholders to benefit from the gain realized from the sale of Private Banks & GAM. The par value repayment is exempt from Swiss withholding tax and it will be paid out two months after the dividend (ex-date 10 July 2006, with payment on 12 July 2006 for shareholders of record on 7 July 2006).

Share split 2-for-1

The Board will also recommend a 2-for-1 share split. If approved by shareholders, it will become effective on 10 July 2006. Combined with the par value repayment, this will reduce the par value of each share to CHF 0.10. UBS believes this will improve trading and liquidity of its shares, and bring the price more in line with other major companies whose shares are traded on international financial markets.

Creation of conditional capital

The Board will ask the AGM to approve the creation of conditional capital of a maximum of 75 million shares (150 million after the split) to fund our employee share option programs. Currently, UBS holds treasury shares to cover the need to deliver shares at the point when options are exercised. If approved by shareholders, the creation of conditional capital will help UBS to avoid substantial holdings of own shares over extended periods and add transparency to its capital management. Neither UBS’s use of options as part of its overall compensation strategy, nor its disciplined approach to capital management, will change.

New share buyback program for 2006/2007

Given our continued strong cash flow generation, the Board of Director will propose a new share buyback program for capital reduction. This will be the eighth consecutive second line buyback program. It started on 8 March 2006 and will allow for a maximum of CHF 5 billion in shares to be repurchased. The program will run until 7 March 2007.

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Corporate Responsibility 

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