The legal entity structure of UBS is designed to support its businesses within an efficient legal, tax, regulatory and funding framework. None of the Business Groups of UBS or its Corporate Center are separate legal entities. They operate out of the parent bank, UBS AG, through its branches worldwide. The goal of this structure is to capitalize on the increased business opportunities and cost efficiencies offered by the use of a single legal platform and to enable the flexible and efficient use of capital.
Where it is either not possible or not efficient to operate out of the parent bank, usually due to local legal, tax or regulatory rules or as a result of additional legal entities joining the UBS Group through acquisition, businesses operate through local subsidiaries. The significant operating subsidiary companies of the Group are listed in note 35 to the financial statements.
The three Business Groups – Global Wealth Management & Business Banking (with its three business units Wealth Management International & Switzerland, Wealth Management US, and Business Banking Switzerland), Global Asset Management, and Investment Bank – together with Corporate Center – form the operational structure of the Group's financial businesses. Performance is reported according to this structure (see our Financial Report 2006). In addition, the UBS Group accounts contain a separate reporting segment called Industrial Holdings which includes our private equity holdings. This allows UBS to maintain continuity in the presentation and analysis of the core financial businesses.
The UBS Group includes a great number of subsidiaries, none of which, however, is listed. For details of significant subsidiaries, see note 35 to the financial statements.
Chase Nominees Ltd., London, acting in its capacity as a nominee for other investors, was registered with 8.81% of all shares issued as of 31 December 2006, compared to 8.55% at year-end 2005 and 8.76% at year-end 2004. DTC (Cede & Co.), New York, "The Depository Trust Company", a US securities clearing organization, was registered as a shareholder for a great number of beneficial owners with 13.21% of all shares issued as of 31 December 2006 (9.95% as of 31 December 2005). According to UBS's Regulation on the Registration of Shares, voting rights of nominees are restricted to 5%, while clearing and settlement organizations are exempt from this restriction. No other shareholders hold more than 5% of all shares issued. Ownership of UBS shares is widely spread. The tables on the next page provide information about the distribution by category of shareholders and by geography. This information relates only to registered shareholders and cannot be assumed to be representative of the entire UBS investor base. Only registered shareholders are entitled to exercise voting rights.
Under the Swiss Stock Exchange Act, anyone holding shares in a company listed in Switzerland has to notify the company and the stock exchange if the holding attains, falls below or exceeds the following thresholds: 5, 10, 20, 33 1?3, 50, or 66 2?3% of the voting rights, whether they are exercisable or not. The methodology for calculating the limit is defined in the Ordinance of the Swiss Federal Banking Commission on the Stock Exchange (disclosure of shareholdings) and includes, among others, securities lending and share acquisition rights that provide entitlement for the future acquisition of shares. Since 13 September 2002, UBS's holdings of its own shares have been above the 5% threshold requiring disclosure under the Swiss Stock Exchange law. UBS's position in its own shares remained between 5 and 10% throughout 2006.
At year-end, UBS's holdings in its own shares were 7.4% of the total share capital in the form of shares. It also held a further potential 0.2% of total share capital through derivatives UBS held on its own shares.
UBS has no cross shareholdings in excess of a reciprocal 5% of capital or voting rights with any other company.
Distribution of UBS shares | ||||
As of 31.12.06 | Shareholders registered | Shares registered | ||
Number of shares registered | Number | % | Number | % of shares issued |
1–100 | 24,449 | 13.4 | 1,357,538 | 0.1 |
101–1,000 | 108,784 | 59.6 | 46,079,603 | 2.2 |
1,001–10,000 | 45,424 | 24.8 | 120,980,866 | 5.8 |
10,001–100,000 | 3,700 | 2.0 | 90,392,786 | 4.3 |
100,001–1,000,000 | 383 | 0.2 | 109,700,004 | 5.2 |
1,000,001–5,000,000 | 73 | 0.0 | 156,758,747 | 7.5 |
5,000,001–21,052,732 (1%) | 23 | 0.0 | 217,887,253 | 10.3 |
1–2% | 2 | 0.0 | 74,643,418 | 3.5 |
2–3% | 1 | 0.0 | 43,941,400 | 2.1 |
3–4% | 0 | 0.0 | 0 | 0.0 |
4–5% | 0 | 0.0 | 0 | 0.0 |
Over 5% | 2 1 | 0.0 | 463,590,138 | 22.1 |
Total registered | 182,841 | 100.00 | 1,325,331,753 | 63.0 |
Unregistered 2 | 779,941,533 | 37.0 | ||
Total shares issued | 2,105,273,2863 | 100.0 | ||
Shareholders: type and distribution | ||||
Shareholders | Shares | |||
As of 31.12.06 | Number | % | Number | % |
Individual shareholders | 176,061 | 96.3 | 235,514,218 | 11.2 |
Legal entities | 6,353 | 3.5 | 262,262,939 | 12.5 |
Nominees, fiduciaries | 427 | 0.2 | 827,554,596 | 39.3 |
Unregistered | 779,941,533 | 37.0 | ||
Total | 182,841 | 100.0 | 2,105,273,286 | 100.0 |
Switzerland | 164,012 | 89.7 | 445,735,841 | 21.2 |
Europe | 13,448 | 7.3 | 468,341,140 | 22.2 |
North America | 1,739 | 1.0 | 384,784,813 | 18.3 |
Other countries | 3,642 | 2.0 | 26,469,959 | 1.3 |
Unregistered | 779,941,533 | 37.0 | ||
Total | 182,841 | 100.0 | 2,105,273,286 | 100.0 |
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