Item 9: Approval of newly formulated Articles 4 and 4a of the Articles of Association
Subject to the General Meeting approving the proposals concerning Items 2, 6.2., 7.1. and 8 and to the express condition that the revised Article 622 paragraph 4 of the Swiss Code of Obligations comes into force, the Board of Directors requests that Articles 4 and 4a of the Articles of Association be approved with the following definitive wording:
The share capital of the Corporation is CHF 3,578,046,746.40 (three billion, five hundred and seventyeight million, forty-six thousand, seven hundred and forty-six Swiss francs and forty centimes), divided into 1,277,873,838 registered shares with a par value of CHF 2.80 each. The share capital is fully paid up.
Employee stock ownership plan of Paine Webber Group Inc., New York ("PaineWebber")
The share capital will be increased, under exclusion of shareholders' pre-emptive rights, by a maximum of CHF 47,402,922, corresponding to a maximum of 16,929,615 registered shares of CHF 2.80 par value each (which must be fully paid up) through the exercise of option rights granted to the employees of PaineWebber, which were rolled over according to the merger agreement of 12 July 2000. The subscription ratio, time limits and further details were determined by PaineWebber and taken over by UBS AG. The purchase of shares through the exercise of option rights as well as any subsequent transfer of the shares are subject to the registration restrictions set out in Article 5 of these Articles of Association.
The new Article 4 paragraph 1 of the Articles of Association reflects the result of the proposed resolutions:
1. Reduction in capital of CHF 184,217,830 through the cancellation of shares repurchased via the second trading line
2. Reduction in capital through par value repayment of CHF 681,532,713.60 to shareholders
3. Split of the 425,957,946 shares in a ratio of three for one
In Article 4a the maximum amount of the conditional capital is decreased by the par value reduction, and the number of shares available, in line with the resolution under Item 6.2., increased as a result of the three-for-one split.
Should shareholders reject individual resolutions, Article 4 paragraph 1 and Article 4a will be amended accordingly for the final vote.