Annual General Meeting 2000

Items

Item 5: Partial amendment of the Articles of Association Amendment of article 5 paragraphs 1-6, article 7 paragraph 2, article 11 paragraph 1, article 16 paragraph 3, article 18, article 21 paragraph 1, article 24 clauses f and g, article 25 clause b, article 29, article 30 paragraphs 2 clause d and 3, article 31 paragraph 3 (new) and article 32 paragraph 2

A. Resolution
The Board of Directors proposes the amendments to the Articles of Association as described on pages 4-7.

Current version

Proposed new version (Changes in italics)

Share capital

Share register and nominees
Article 5

Share register and nominees
Article 5

1
A share register is maintained for the registered shares, in which owners' and usufructuaries' family and given names are entered, with their complete address and nationality (or registered office for legal entities). Persons enh3d to voting rights but not ownership rights under the provisions of the law may request a notation to this effect in the share register (legal usufructuary, legal representative of minors, etc.).

1
A share register is maintained for the registered shares, in which owners' and usufructuaries' family and given names are entered, with their complete address and nationality (or registered office for legal entities). (…)

2
Those who acquire registered shares shall be entered in the share register as shareholders with voting rights if they expressly declare that they acquired these registered shares in their own names and for their own account. If the party acquiring the shares is not prepared to provide such a declaration, the Board of Directors may refuse to allow the shares to be entered with voting rights. The Board of Directors shall draw up principles for the entry of fiduciaries and trustees/nominees in the share register.

2 (current paragraph 6)
If the mailing address of a shareholder changes, the new address must be communicated to the Corporation. As long as this has not been done, all written communications will be sent to the address entered in the share register, this being valid according to the requirements of the law.

3
The Board of Directors is authorized, after hearing the position of the registered shareholder or nominee affected, to strike the entry of a shareholder with voting rights from the share register retroactively with effect to the date of the entry if it was obtained under false pretences. The party affected must be informed of the action immediately.

3 (current paragraph 2)
Those who acquire registered shares shall be entered in the share register as shareholders with voting rights if they expressly declare that they acquired these registered shares in their own names and for their own account. If the party acquiring the shares is not prepared to provide such a declaration, the Board of Directors may refuse to allow the shares to be entered with voting rights. (…)

4
The Board of Directors shall determine the ways and means of implementing these provisions and shall issue the necessary orders to ensure compliance therewith. It may also delegate its powers in this regard.

4 (current paragraph 5)
The restriction on registration under paragraph 3 above also applies to shares acquired by the exercise of preemptive, option or conversion rights.

5
The restriction on registration under paragraph 2 above also applies to shares acquired by the exercise of preemptive, option or conversion rights.

(current paragraph 3)
The Board of Directors is authorized, after hearing the position of the registered shareholder or nominee affected, to strike the entry of a shareholder with voting rights from the share register retroactively with effect to the date of the entry, if it was obtained under false pretences. The party affected must be informed of the action immediately.

6
If the mailing address of a shareholder changes, the new address must be communicated to the Corporation. As long as this has not been done, all written communications will be sent to the address entered in the share register, this being valid according to the requirements of the law.

6 (current paragraphs 2, last sentence, and 4)
The Board of Directors formulates general principles relating to the registration of fiduciaries/nominees and issues the necessary regulations to ensure compliance with the above provisions.

Exercise of rights
Article 7 paragraph 2

Exercise of rights
Article 7 paragraph 2

Voting rights and associated rights conveyed by a registered share may only be exercised in relation to the Corporation by a party entered or noted in the share register as having the right to vote.

Voting rights and associated rights (…) may only be exercised in relation to the Corporation by a party entered (…) in the share register as having the right to vote.

General Meeting of Shareholders

Convening
Article 11 paragraph 1

Convening
Article 11 paragraph 1

The General Meeting shall be called by the Board of Directors, or if need be by the Statutory Auditors, at least twenty days before the meeting is to take place. The meeting is called by publishing a single notice in the publication of record designated by the Corporation. Registered shareholders may also be notified in writing.

The General Meeting shall be called by the Board of Directors, or if need be by the Statutory Auditors, at least twenty days before the meeting is to take place. The meeting is called by publishing a single notice in the publication of record designated by the Corporation. An invitation will be sent to all shareholders registered.

Resolutions, elections
Article 16 paragraph 3

Resolutions, elections
Article 16 paragraph 3

Voting on resolutions and elections shall take place with a show of hands, but a written ballot shall be adopted if requested by at least 3% of the votes represented or if the presiding Officer so orders.

Voting on resolutions and elections shall take place with a show of hands, but a written ballot shall be adopted if requested by at least 3% of the votes represented or if the presiding Officer so orders. A written ballot or election may also be conducted electronically.

Board of Directors

Number of Board members
Article 18

Number of Board members
Article 18

The Board of Directors shall consist of at least eight and no more than twelve members.

The Board of Directors shall consist of at least six and no more than twelve members.

Supervision, control
Article 25 clause b

Supervision, control
Article 25 clause b

Supervision and control of the business management comprises in particular the following:
b) Acceptance of regular reports covering the course of business and the position of the Group and the individual business Divisions, the status and development of country, counter-party and market risks and the extent to which equity and risk capital are tied up due to business operations

Supervision and control of the business management comprises in particular the following:
b) Acceptance of regular reports covering the course of business and the position of the Group (…), the status and development of country, counter-party and market risks and the extent to which equity and risk capital are tied up due to business operations

Group Executive Board

Organization
Article 29

Organization
Article 29

The Group Executive Board is composed of the President (Group Chief Executive Officer), the heads of the Corporate Center functional areas and the heads of the Divisions.

The Group Executive Board is composed of the Group Chief Executive Officer, the Chief Financial Officer and at least three other members with important group functions.

Functions, authorities
Article 30 paragraph 2 clause d

Functions, authorities
Article 30 paragraph 2 clause d

The Group Executive Board has the following principal responsibilities:
d) Appointing and removing members of management; this authority may be delegated to the divisional managing boards.

The Group Executive Board has the following principal responsibilities:
d) delete

Article 30 paragraph 3

Article 30 paragraph 3

The functions and authorities of the Group Executive Board, the heads of Corporate Center functional areas and the heads of the Divisions are to be defined by the Organization Regulations.

The functions and authorities of the Group Executive Board and other management units designated by the Board of Directors are to be defined by the Organization Regulations.

Statutory and Group Auditors

Term of office, authority and duties

Term of office, authority and duties
Article 31 paragraph 3 (new)

The General Meeting may appoint Special Auditors for a term of three years, who provide the attestations required for capital increases.

Financial statements and appropriation of profit, reserves

Financial year
Article 32 paragraph 2

Financial year
Article 32 paragraph 2

As the result of the merger described in Art. 37 of these Articles of Association the following exceptional closing dates apply:
- 1997 parent company financial statements: as of September 30, 1997
- 1997-98 parent company financial statements: as of December 31, 1998 for the income statement covering the period beginning on October 1, 1997
- 1997-98 consolidated financial statements: as of December 31, 1998 for the income statement covering the period beginning on January 1, 1998 (the period from October 1, 1997 to December 31, 1997 shall be covered by the consolidated financial statements issued by Union Bank of Switzerland and Swiss Bank Corporation).

delete

B. Explanations
The proposed amendments consist largely of adjustments to the Articles of Association which seem appropriate in the light of experience since the merger date. Some consist of terminological and editorial changes and some constitute a response to new requirements.

1. Changes in the organization and delegation of authorities

The proposed changes to the organization of UBS AG provide for greater flexibility. The minimum number of directors is to be reduced from eight to six (art. 18). The composition of the Group Executive Board is to be made more open to ensure greater flexibility in responding to new requirements in the future (art. 29). The proposed amendments to article 25 clause b and article 30 paragraph 3 are required by the recent changes to the Group's business structure. They are to be formulated in a more open fashion to facilitate future changes. The amendment to article 16 paragraph 3 of the Articles of Association will provide for voting to take place electronically. With a view to the planned listing of UBS shares on the New York Stock Exchange article 31 paragraph 3 is to be amended to incorporate the possibility of electing special auditors as required by the US Securities and Exchange Commission for special cases involving capital increases.

The proposed amendments to article 24 clause f and article 30 paragraph 2 clause d are an adjustment to the practical reality of our current situation. The requirement that all senior executives of the Bank worldwide be appointed by the Board of Directors is no longer practical given the size of the organization. The Federal Banking Commission has approved the proposed delegation of authorities.

2. Terminological and editorial changes

The obsolete term Aktienbuch" will be replaced by Aktienregister" in the German version. The restructuring of article 5 does not entail any material changes to the content. Its purpose is to render the text easier to understand and more in line with practical needs. Article 32 paragraph 2 can be deleted as it described the exceptional accounting dates made necessary by the merger.