Annual General Meeting 2001

Items

Item 4: Elections

A. Proposal
4.1. Re-election to the Board of Directors
The Board of Directors proposes that Alberto Togni be re-elected for a further four-year term of office.

4.2. Election of new members to the Board of Directors
The Board of Directors proposes that the following gentlemen be elected as new members of the Board:
- Sir Peter Davis for a three-year term of office
- Johannes Antonie de Gier for a two-year term of office
- Marcel Ospel for a four-year term of office
- Lawrence Allen Weinbach for a four-year term of office

4.3. Election of Group and Parent Company Auditors
The Board of Directors proposes that Ernst & Young Ltd., Basel, be re-elected as Group and Parent Company Auditors for a one-year term of office.

B. Explanations
4.1.
The term of office of Alberto Togni (born 1938), Vice Chairman of the Board of Directors, expires with effect from the General Meeting of Shareholders. Mr Togni is standing for re-election.

4.2.
Alex Krauer, Chairman, and Andreas Reinhart will retire from the Board after the Annual General Meeting. The Board of Directors proposes the election of the following gentlemen as new members of the Board:
- Sir Peter Davis (1941), a British citizen, has been Chief Executive Officer of J. Sainsbury plc., London, since March 2000. Before taking on his current position, Sir Peter was Group Chief Executive Officer of Prudential plc. for five years, Chief Executive and Chairman of Reed International between 1986 and 1994, and head of sales and marketing at J. Sainsbury plc. between 1976 and 1986.
- Johannes Antonie de Gier (1944), a Dutch national, worked for UBS between 1980 and 1999, and was Chairman and Chief Executive Officer of Warburg Dillon Read (today UBS Investment Bank) following the merger. Prior to this, Mr de Gier held various management positions at Swiss Bank Corporation and SBC Warburg.
- Marcel Ospel (born 1950), a Swiss national, has been President and CEO of the UBS Group Executive Board since June 1998. Marcel Ospel held various positions at Swiss Bank Corporation since 1977 and became a member of the Executive Board in 1990. He has been President of the Group Executive Committee since 1996.
- Lawrence Allen Weinbach (1940), a US citizen, has been Chairman, President and Chief Executive Officer at Unisys Corporation, New York, since 1997. From 1961 to 1997, Mr Weinbach held various positions at audit company Andersen in the US.

In accordance with Article 19 of the Articles of Association, the terms of office of the new Board members must be structured in such a way that approximately one quarter of members stand for election or re-election each year. The terms of office are therefore staggered.
The Board of Directors has decided to appoint Marcel Ospel as its Chairman, subject to his election to the Board being approved by the General Meeting of Shareholders.

4.3.
The Board of Directors proposes that Ernst & Young Ltd. be re-elected for a further year in office as Group and Parent Company Auditors. Ernst & Young has confirmed to the Board of Directors' Audit Committee that it possesses the level of independence required to take on this role and that it satisfies the require-ments in terms of independence imposed by the US Securities and Exchange Commission.