Annual General Meeting 1999

Items

Item 3: Discharge of the Members of the Board of Directors and Group Executive Board

A. Proposal
The Board of Directors proposes that discharge be granted to
3.1 the Members of the Board of Directors of the former Swiss Bank Corporation for the period from 1 October 1997 to 26 June 1998
3.2 the Members of the Board of Directors and Group Executive Board of the former Union Bank of Switzerland for the period from 1 October 1997 to 29 June 1998
3.3 the Members of the Board of Directors and Group Executive Board of UBS AG for the financial year 1998

B. Explanations
Until the legal completion of the merger the corporate bodies of the two predecessor banks were responsible for the progress of business. It is therefore necessary for separate resolutions to be passed granting discharge. The merger of Swiss Bank Corporation (SBC) into the new UBS AG was formally completed on 26 June 1998, that of Union Bank of Switzerland (UBS) on 29 June 1998. Whereas the articles of association of SBC provided merely for the discharge of the Board of Directors, in the case of UBS discharge was required to be granted to both the Board of Directors and the Group Executive Board.

The corporate bodies of UBS AG assumed responsibility for the new company with their entry in the commercial register (Board of Directors on 20 February 1998; Group Executive Board on 22 June 1998). The resolution granting discharge therefore applies in the case of the Board of Directors to the period from 20 February to 31 December 1998 and in the case of the Group Executive Board to the period from 22 June to 31 December 1998.