Annual General Meeting 2000

items

Item 6: Stock split

A. Resolution
The Board of Directors proposes that articles 4 paragraph 1 and 4a of the Articles of Association be rewritten as described on the next page.

Current version

Proposed new version (Changes in italics)

Share capital

Share capital
Article 4 paragraph 1

Share capital
Article 4 paragraph 1

The share capital of the Corporation is CHF 4,308,931,620 (four billion, three hundred and eight million, nine hundred and thirty-one thousand, six hundred and twenty Swiss francs), divided into 215,446,581 registered shares. Each share has a par value of CHF 20. The share capital is fully paid up.

The share capital of the Corporation is CHF 4,308,931,620 (four billion, three hundred and eight million, nine hundred and thirty-one thousand, six hundred and twenty Swiss francs), divided into 430,893,162 registered shares with a par value of CHF 10 each. The share capital is fully paid up.

Conditional capital
Article 4a

Conditional capital
Article 4a

1...
The share capital will be increased, under exclusion of shareholders' preemptive rights, by a maximum of CHF 8,885,240 corresponding to a maximum of 444,262 registered shares of CHF 20 par value each (which must be fully paid up) through the exercise of warrants issued in connection with the 1996 optional dividend of the former Swiss Bank Corporation.
...

1...
The share capital will be increased, under exclusion of shareholders' preemptive rights, by a maximum of CHF 8,885,240, corresponding to 888,524 registered shares of CHF 10 par value each (which must be fully paid up) through the exercise of warrants issued in connection with the 1996 optional dividend of the former Swiss Bank Corporation.
...

2...
The share capital will be increased, under exclusion of shareholders' preemptive rights, by a maximum of CHF 2,532,620 corresponding to a maximum of 126,631 registered shares of CHF 20 par value each (which must be fully paid up) through the exercise of subscription rights granted to employees of the former Swiss Bank Corporation as a means of participation in the Corporation.
...

2...
The share capital will be increased, under exclusion of shareholders' preemptive rights, by a maximum of CHF 2,532,620, corresponding to a maximum of 253,262 registered shares of CHF 10 par value each (which must be fully paid up) through the exercise of subscription rights granted to employees of the former Swiss Bank Corporation as a means of participation in the Corporation.
...

B. Explanations
The proposed 2-for-1 stock split will reduce the par value of the shares to the minimum of CHF 10 permissible by law. A lighter share is desirable with a view to the planned listing of UBS AG shares on the New York Stock Exchange as our shares have a relatively high market price compared with US and European shares. Their tradability and resultant liquidity will be enhanced by the reduction in par value.

The number of shares will double as a result of the split, while the share capital remains unchanged.