Item 6

Elections

6.1. Re-election of members of the Board of Directors
The Board of Directors proposes that Axel A. Weber, Michel Demaré, David Sidwell, Reto Francioni, Ann F. Godbehere, Axel P. Lehmann, Helmut Panke, William G. Parrett, Isabelle Romy, Beatrice Weder di Mauro and Joseph Yam, each of whom’s term of office expires at the 2014 Annual General Meeting, be re-elected for a one-year term of office.

6.1.1. Axel A. Weber as Chairman of the Board of Directors

A. Motion
The Board of Directors proposes that Axel A. Weber be re-elected as the Chairman of the Board for a one-year term of office.
 

B. Explanation
Axel A. Weber’s term of office as Chairman of the Board of Directors expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

Axel A. Weber (born 1957) was elected to the Board of Directors at the 2012 Annual General Meeting and appointed Chairman of the Board. He was President of the German Bundesbank between 2004 and 2011, during which time he also served as a member of the Governing Council of the European Central Bank, a member of the Board of Directors of the Bank for International Settlements, German governor of the International Monetary Fund, and as a member of the G7 and G20 Ministers and Governors.

Axel A. Weber chairs the Corporate Responsibility Committee and the Governance and Nominating Committee.

6.1.2. Michel Demaré

A. Motion
The Board of Directors proposes that Michel Demaré be re-elected for a one-year term of office.
 

B. Explanation
Michel Demaré’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

Michel Demaré (born 1956) was elected to the Board of Directors at the 2009 Annual General Meeting and appointed independent Vice Chairman by the Board of Directors in April 2010. He has been Chairman of the Board of Syngenta since 2013. He was Chief Financial Officer (CFO) at ABB from 2005 to 2013.

Michel Demaré is a member of the Audit Committee, the Governance and Nominating Committee and the Human Resources and Compensation Committee.

6.1.3. David Sidwell

A. Motion
The Board of Directors proposes that David Sidwell be re-elected for a one-year term of office.
 

B. Explanation
David Sidwell’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

David Sidwell (born 1953) was elected to the Board of Directors at the 2008 Annual General Meeting and appointed Senior Independent Director by the Board of Directors in April 2010. He was Executive Vice President and CFO of Morgan Stanley in New York between 2004 and 2007 and retired at the end of 2007. He is on the board of Fannie Mae.

David Sidwell chairs the Risk Committee and is a member of the Governance and Nominating Committee.

6.1.4. Reto Francioni

A. Motion
The Board of Directors proposes that Reto Francioni be re-elected for a one-year term of office.
 

B. Explanation
Reto Francioni’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

Reto Francioni (born 1955) was elected to the Board of Directors at the 2013 Annual General Meeting. He has been Chief Executive Officer (CEO) of Deutsche Börse AG since 2005. Since 2006, he has been a professor of applied capital markets theory at the University of Basel. From 2002 to 2005, he was Chairman of the Supervisory Board and President of the SWX Group, Zurich.

Reto Francioni is a member of the Corporate Responsibility Committee.

6.1.5. Ann F. Godbehere

A. Motion
The Board of Directors proposes that Ann F. Godbehere be re-elected for a one-year term of office.
 

B. Explanation
Ann F. Godbehere’s term of office expires at the 2014 Annual General Meeting. She is prepared to stand for re-election.

Ann F. Godbehere (born 1955) was elected to the Board of Directors at the 2009 Annual General Meeting. She was appointed CFO and Executive Director of Northern Rock in February 2008, serving in these roles during the initial phase of the business’ public ownership – she left at the end of January 2009. Prior to this role, she served as CFO of Swiss Re Group from 2003 to 2007. Ann F. Godbehere is a board member and Chairperson of the audit committees of Prudential plc, Rio Tinto plc and Rio Tinto Limited in London. She is also a board member of British American Tobacco plc and sits on its audit committee.

Ann F. Godbehere chairs the Human Resources and Compensation Committee and is a member of the Audit Committee.

6.1.6. Axel P. Lehmann

A. Motion
The Board of Directors proposes that Axel P. Lehmann be re-elected for a one-year term of office.
 

B. Explanation
Axel P. Lehmann’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

Axel P. Lehmann (born 1959) was elected to the Board of Directors at the 2009 Annual General Meeting. He has been a member of the Group Executive Committee and, since 2008, Group Chief Risk Officer of Zurich Insurance Group (Zurich). In addition, he was made Zurich’s Regional Chairman Europe as well as Chairman of the Board of Farmers Group Inc. in 2011.

Axel P. Lehmann is a member of the Risk Committee.

6.1.7. Helmut Panke

A. Motion
The Board of Directors proposes that Helmut Panke be re-elected for a one-year term of office.
 

B. Explanation
Helmut Panke’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

Helmut Panke (born 1946) was elected to the Board of Directors at the 2004 Annual General Meeting. He joined BMW in 1982 and was Chairman of its Board of Management between 2002 and 2006. He is on the boards of Microsoft Corporation, Singapore Airlines Ltd. and Bayer AG.

Helmut Panke is a member of the Human Resources and Compensation Committee and the Risk Committee.

6.1.8. William G. Parrett

A. Motion
The Board of Directors proposes that William G. Parrett be re-elected for a one-year term of office.
 

B. Explanation
William G. Parrett’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

William G. Parrett (born 1945) was elected to the Board of Directors at the Extraordinary General Meeting in October 2008. He served his entire career with Deloitte Touche Tohmatsu and was CEO from 2003 until his retirement in 2007. William G. Parrett is on the boards of the Eastman Kodak Company, the Blackstone Group LP, and Thermo Fisher Scientific Inc., and chairs each company’s audit committee. He is also on the board of iGATE.

William G. Parrett chairs the Audit Committee and is a member of the Corporate Responsibility Committee.

6.1.9. Isabelle Romy

A. Motion
The Board of Directors proposes that Isabelle Romy be re-elected for a one-year term of office.
 

B. Explanation
Isabelle Romy‘s term of office expires at the 2014 Annual General Meeting. She is prepared to stand for re-election.

Isabelle Romy (born 1965) was elected to the Board of Directors at the 2012 Annual General Meeting. She is a partner at Froriep, a large Swiss business law firm. From 1995 to 2012, she worked for another major Swiss law firm based in Zurich, where she was a partner from 2003 to 2012. Isabelle Romy has been Vice Chairman of the sanction commission of SIX Swiss Exchange since 2008.

Isabelle Romy is a member of the Audit Committee and the Governance and Nominating Committee.

6.1.10. Beatrice Weder di Mauro

A. Motion
The Board of Directors proposes that Beatrice Weder di Mauro be re-elected for a one-year term of office.
 

B. Explanation
Beatrice Weder di Mauro‘s term of office expires at the 2014 Annual General Meeting. She is prepared to stand for re-election.

Beatrice Weder di Mauro (born 1965) was elected to the Board of Directors at the 2012 Annual General Meeting. She has been a professor of economics, economic policy and international macroeconomics at the Johannes Gutenberg University of Mainz since 2001. She is on the boards of Roche Holding Ltd. and Robert Bosch GmbH.

Beatrice Weder di Mauro is a member of the Audit Committee and the Risk Committee.

6.1.11. Joseph Yam

A. Motion
The Board of Directors proposes that Joseph Yam be re-elected for a one-year term of office.
 

B. Explanation
Joseph Yam’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for re-election.

Joseph Yam (born 1948) was elected to the Board of Directors at the 2011 Annual General Meeting. He is Executive Vice President of the China Society for Finance and Banking and in that capacity has served as an advisor to the People’s Bank of China since 2009. He served as the Hong Kong Monetary Authority’s Chief Executive from 1993 until his retirement in 2009. He is on the boards of Johnson Electric Holdings Limited and UnionPay International Co., Ltd.

Joseph Yam is a member of the Corporate Responsibility Committee and the Risk Committee.

6.2. Election of members of the Human Resources and Compensation Committee
In compliance with Articles 7 and 29 of the new Ordinance Against Excessive Compensation in Listed Stock Corporations, the Annual General Meeting elects each member of the Human Resources and Compensation Committee individually each year. The Board of Directors proposes that Ann F. Godbehere, Michel Demaré, Helmut Panke and Reto Francioni, each of whose term of office expires at the 2014 Annual General Meeting, be elected for a one-year term of office as a member of the Human Resources and Compensation Committee.

6.2.1. Ann F. Godbehere

A. Motion
The Board of Directors proposes that Ann F. Godbehere be elected as a member of the Human Resources and Compensation Committee for a one-year term of office.

B. Explanation
Ann F. Godbehere’s term of office expires at the 2014 Annual General Meeting. She is prepared to stand for election as a member of the Human Resources and Compensation Committee.

6.2.2. Michel Demaré

A. Motion
The Board of Directors proposes that Michel Demaré be elected as a member of the Human Resources and Compensation Committee for a one-year term of office.

B. Explanation
Michel Demaré’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for election as a member of the Human Resources and Compensation Committee.

6.2.3. Helmut Panke

A. Motion
The Board of Directors proposes that Helmut Panke be elected as a member of the Human Resources and Compensation Committee for a one-year term of office.

B. Explanation
Helmut Panke’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for election as a member of the Human Resources and Compensation Committee.

6.2.4. Reto Francioni

A. Motion
The Board of Directors proposes that Reto Francioni be elected as a member of the Human Resources and Compensation Committee for a one-year term of office.

B. Explanation
Reto Francioni’s term of office expires at the 2014 Annual General Meeting. He is prepared to stand for election as a new member of the Human Resources and Compensation Committee.

6.3. Election of the Independent Proxy, ADB Altorfer Duss & Beilstein AG, Zurich

A. Motion
The Board of Directors proposes that ADB Altorfer Duss & Beilstein AG, Zurich, be elected as the Independent Proxy for a one-year term of office expiring after completion of the Annual General Meeting in 2015.

B. Explanation
In compliance with Articles 8 and 30 of the new Ordinance Against Excessive Compensation in Listed Stock Corporations, the Annual General Meeting elects the Independent Proxy for a one-year term of office expiring after completion of the Annual General Meeting in 2015. ADB Altorfer Duss & Beilstein AG, Zurich, has confirmed to the Board of Directors that it possesses the level of independence required to take on this role.

6.4. Re-election of the auditors, Ernst & Young Ltd, Basel

A. Motion
The Board of Directors proposes that Ernst & Young Ltd, Basel, be re-elected for a one-year term of office as auditors for the financial statements of UBS AG (the Parent Bank) and the consolidated financial statements of the UBS Group.

B. Explanation
Upon the recommendation of the Audit Committee, the Board of Directors proposes that Ernst & Young Ltd, Basel, be re-elected for a further one-year term of office as auditors. Ernst & Young Ltd, Basel, has confirmed to the Board of Directors’ Audit Committee that it possesses the level of independence required to take on this role and that its independence will not be affected by additional mandates performed for UBS AG. Any such additional mandates will require general or specific pre-approval by the Audit Committee. Ernst & Young Ltd, Basel, further confirms that it did not provide, in the period from 1 January to 31 December 2013, any services for UBS AG prohibited by the US Securities and Exchange Commission (SEC) for a company’s principal auditor.

Ernst & Young Ltd, Basel, has been responsible for auditing UBS AG since 1998. Further information concerning the independence of UBS’s auditors and the fees paid to them can be found in the section “Corporate governance, responsibility and compensation” of the Annual Report 2013.