Annual General Meeting of UBS
At the UBS AGM of 16 April, shareholders approved a lower minimum shareholding for placing items on the AGM agenda, as well as a reduced term of office for members of the Board of Directors. The meeting also approved the dividend of CHF 2 per share recommended by the Board of Directors. In his speech, Marcel Ospel, Chairman of the Board of Directors, addressed the subject of retirement savings and stressed the continuing importance of Switzerland's tried-and-tested 'three pillars' principle. 2529 shareholders attended the AGM, representing 279'720'040 votes.
Invitation and Agenda
At the Annual General Meeting of 16 April, the shareholders of UBS approved the annual report and consolidated accounts for 2002 and granted discharge to the members of the Board of Directors and the Group Executive Board. The meeting also approved the dividend of CHF 2 per share recommended by the Board of Directors.
Lower minimum shareholding for placing items on the agenda
The AGM approved the proposal of the Board of Directors to lower the minimum shareholding entitling shareholders to place items on the AGM agenda. Previously, shareholders wishing to table an item on the agenda were required to represent - individually or jointly - an aggregate par value of at least CHF 1 million in UBS shares. As a consequence of the par value repayments UBS has made over the past few years, the number of shares required to meet this threshold had risen substantially. The par value specified has now been lowered to CHF 250,000, reducing the number of shares required to 312,500.
Board of Directors: reduction of the term of office and re-election
The AGM also approved the proposed reduction of the term of office for members of the Board of Directors from four to three years. This is in line with the latest corporate governance standards and will increase flexibility.
Peter Böckli, Johannes A. de Gier and Rolf A. Meyer were re-elected by the AGM as members of the Board of Directors for a further term of three years.
Via its second trading line on the Swiss Stock Exchange (SWX), UBS bought back a total of 75,970,080 of its own shares worth CHF 5.5 billion in the course of two repurchase programmes during the past year. The AGM approved cancellation of these shares and the corresponding 6% reduction in share capital.
The AGM also approved a new repurchase programme for a maximum amount of CHF 5 billion. These shares will likewise be repurchased via a second trading line on the Swiss Stock Exchange (SWX) and are scheduled to be cancelled. The amendment to the articles of association required for the related capital reduction will be submitted to the 2004 AGM.
Focus on Switzerland's pension system
In his address Marcel Ospel, Chairman of the Board of Directors, focused on the subject of retirement provision. The Swiss 'three pillar' system is sustainable in the face of various demographic and market stresses, he said, thanks to its reliance on three different financing structures. This results in a natural diversification of risk. In view of the foreseeable demographic problems, he also put forward the case for a 'fourth pillar', namely a job market for people past the statutory retirement age who are still willing and able to work. Touching on the current debate about the challenges faced by the 'second pillar', Marcel Ospel emphasised the need for increased professionalism and transparency in the management of funds allocated to this form of retirement provision. Opening up the system to additional competition and a broader range of plan providers would improve service quality. Furthermore, plan participants should be allowed to choose their own risk profile, which would make the current, impractical system of minimum interest rates obsolete in the medium term.
A long-term horizon was vital when investing funds, as was solidarity between the generations, Marcel Ospel said, to avoid the destructive effects of short-term reactions to market cycles, when shares are bought high in bull markets and sold low in bear markets as investors switch into low-yielding bonds. Moving beyond the topic of retirement provision, he appealed to economic and political leaders to pursue more constructive cooperation efforts with a view to solving the urgent problems facing society today.
Exploiting opportunities during the downturn
UBS would make the most of opportunities to strengthen its competitive position during the current downturn, Peter Wuffli, President of the Group Executive Board, said in his address to the AGM. From its current platform, the Group's growth would be primarily organic, he said. Examples of successful organic growth, Peter Wuffli continued, can be seen in both UBS's European Wealth Management initiative and the building of its investment banking business in the US market. As a further significant opportunity for UBS in the current adverse environment, Peter Wuffli cited UBS's attractive corporate culture.
Zurich, 16 April 2003
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