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Change of control and defense measures
UBS refrains from restrictions that would hinder developments initiated in or supported by the financial markets. It also does not have any specific defenses in place to prevent hostile takeovers.
Duty to make an offer
An investor who acquires more than 331?3% of all voting rights (directly, indirectly or in concert with third parties), whether they are exercisable or not, has to submit a takeover offer for all shares outstanding, according to Swiss stock exchange law. UBS has not elected to change or opt out of this rule.
TopClauses on changes of control
The service agreements and employment contracts of the executive Board of Director (BoD) members, of the members of the Group Executive Board (GEB) and of the Group Managing Board (GMB) do not contain clauses triggered by a change of control. UBS does not offer "golden parachutes" to its senior executives. Employment contracts contain notice of termination periods of 12-months for GEB members and six to 12-months for GMB members, depending on local market practice. During this notice period they are entitled to salary and bonuses.
The Compensation Committee of the BoD may, however, accelerate the vesting of options and the lapse date for restricted shares in case of a change of control.
Information according to Art. 663bbis and Art. 663c paragraph three of the Swiss Code of Obligations
Disclosures provided in line with the requirements of Art. 663bbis and Art. 663c paragraph three of the Swiss Code of Obligations’ “Supplementary disclosures for companies whose shares are listed on a stock exchange: Compensations and Participations” are also included in the audited report Financial Statements 2007. This information is written in normal font throughout the report "Corporate Governance and Compensation Report 2007". All other (non-audited) content is displayed in italic font.
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Important legal information - please read the disclaimer before proceeding.
Products and services in these webpages are not available for US persons, for the exclusion of residents of other nations see the disclaimers relating to the actual services.
© UBS 1998-2008. All rights reserved.
