Item 5

Advisory vote on the EU Capital Requirements Directive of 2013 (CRD IV)

A. Motion
The Board of Directors proposes to set the maximum ratio of variable remuneration to fixed remuneration to 2:1 for all employees identified as Code Staff of UBS AG, or who are otherwise subject to the maximum ratio under the EU Capital Requirements Directive of 2013 (CRD IV). This proposal is sought to be approved in an advisory vote.

B. Explanation
The EU Capital Requirements Directive of 2013 (CRD IV) generally limits the ratio of variable to fixed components of remuneration of certain staff of financial institutions to 1:1. However, the Directive does provide that companies may change that maximum ratio to 2:1, for this population, with the approval of shareholders obtained in accordance with a specified procedure.

Approval is sought for all employees identified as Code Staff of UBS AG (for the purposes of the UK regulator’s rules) in this year or any subsequent performance year. Code Staff (pursuant to the UK regulator rules and / or regulatory technical standards from the European Banking Authority) includes senior management, and other key staff who take or control material risks on behalf of the firm, and certain other staff to whom the cap applies due to their remuneration levels and / or job function.

A more detailed explanation of the Board of Directors’ motion and recommendation to the CRD IV is available at www.ubs.com/agm.

In accordance with the procedural requirements specified in the CRD IV, the motion will be considered accepted if it is approved by shareholders acting by a majority of at least 66% provided that at least 50% of shares are represented or, failing that, by a majority of 75%. The votes of employees who have an interest in the proposed higher ratio will not be counted. The vote on the maximum ratio under the EU Capital Requirements Directive of 2013 (CRD IV) is advisory in nature.