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Agenda for the annual general meeting of UBS AG on 15 April 2009
UBS AG today sent the agenda for the annual general meeting (AGM) of UBS AG on 15 April 2009 to its shareholders. The agenda items are as follows:
1. Annual report, Group and Parent Bank accounts for financial year 2008 Reports of the statutory auditors
1.1. Approval of annual report and Group and Parent Bank accounts
1.2. Advisory vote on principles and fundamentals of the new compensation model for 2009
2. Appropriation of results
3.1. Re-election of members of the Board of Directors
3.1.1. Peter R. Voser
3.1.2. David Sidwell
3.1.3. Sally Bott
3.1.4. Rainer-Marc Frey
3.1.5. Bruno Gehrig
3.1.6. William G. Parrett
3.2. Election of four new candidates for the Board of Directors
3.2.1. Kaspar Villiger
3.2.2. Michel Demaré
3.2.3. Ann F. Godbehere
3.2.4. Axel P. Lehmann
3.3. Re-election of the auditors (Ernst & Young Ltd., Basel)
3.4. Re-election of the special auditors (BDO Visura, Zurich)
4. Creation of conditional capital Approval of Article 4a para. 5 of the Articles of Association
UBS shareholders will be asked to approve the creation of conditional capital related to UBS's transaction with the Swiss National Bank (SNB). As previously announced, under the terms of the transaction UBS agreed to issue a warrant to the SNB which is exercisable only if the SNB were to incur a loss on its non-recourse loan to the fund. Upon exercise of the warrant, the SNB would be issued 100 million shares of UBS. The conditional capital that the UBS Board of Directors has requested shareholder approval for would enable UBS to expeditiously fulfill its obligations to the SNB should this become necessary in the future. If approved, the share capital of UBS may be increased by a maximum of CHF 10 million.
5. Creation of authorized capital Approval of Article 4b para. 2 of the Articles of Association
As events in 2008 have shown, certain peers of UBS were able to raise capital faster and with greater flexibility in their choice of instruments than UBS due to the availability of existing authorized capital. Therefore, UBS shareholders will also be asked to approve the creation of authorized capital, which is intended as a contingency measure to increase UBS's flexibility for potential future capital raisings should this ever become necessary. The authorized capital would amount to a maximum of CHF 29,325,805, which would permit the Board of Directors to increase the share capital of UBS by no more than 10 percent of the currently issued share capital, or 293,258,050 shares, by no later than 15 April 2011.
The invitation to the AGM with explanations of the agenda items can be viewed on the UBS website at www.ubs.com/agm
The AGM of UBS AG will take place on 15 April 2009 in the Hallenstadion in Zurich-Oerlikon, beginning at 10:00 a.m.
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