In addition to the notification requirements according to Swiss law (see Significant shareholders), as of 16 May 2008, shareholders of UBS also have notification obligations with regard to major shareholdings in shares of UBS under the German Securities Trading Act (Wertpapierhandelsgesetz, “WpHG”). These obligations arise due to the fact that UBS has chosen Germany as its home member state within the meaning of the EU Prospective Directive. The obligations came into force with the first filing of the listing application for the new shares created as a result of the stock dividend by UBS on virt-x (now SWX Europe), a regulated market in the EU.
According to the WpHG, anyone whose shareholding in UBS attains, exceeds or falls below the thresholds of 3, 5, 10, 15, 20, 25, 30, 50 or 75% of the voting rights has to notify such change to UBS and simultaneously to the German Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; “BaFin”) without undue delay, but at the latest within four trading days. In respect of certificates representing shares, the notification requirement only applies to the holder of the certificates. Also persons holding, directly or indirectly, financial instruments that result in an entitlement to acquire, on his/her own initiative alone and under a legally binding agreement, shares in UBS that carry voting rights and have already been issued are subject to the notification requirements with the exception of the three-percent threshold. The detailed disclosure requirements and the methodology for calculating the thresholds are defined in §§ 21 et seq. WpHG. In particular, voting rights of a subsidiary are attributed in full to the notifying party. Also other voting rights attached to shares not or not directly held by the notifying party are attributed to the voting rights of the notifying party. Moreover, voting rights attached to shares in UBS which belong to a third party are attributed to a notifying party in full if the notifying party or its subsidiary coordinates his/her conduct in respect of UBS shares with such third party on the basis of an agreement or in any another manner; however, this does not apply to agreements on the exercise of voting rights in individual cases.
Please note that this information should not be deemed legal advice by UBS. Shareholders are advised to consult their own legal counsel to make themselves familiar with their notification requirements and to address their particular situation and their specific questions.
