Annual General Meeting 2005

The Board of Directors proposed that the Annual Report, Group and Parent Company Accounts be approved. 

The Chairman noted that Ernst & Young Ltd. as Group and Statutory Auditors had recommended - without qualification - that the Group Accounts and Annual Accounts be approved. 

In the detailed discussion which followed, a strong focus was on compensation for senior executives, and a number of proposals / motions were submitted, including the motion to reject the annual report / annual accounts, to deny granting discharge to the Board and Executive Management, and to reject the re-election of Marcel Ospel to the Board. No formal motion was, however, submitted which required to be voted on specifically. Based on a proposal submitted by a shareholder, the Chairman agreed to submit the following question to a consultative vote: "Do you consider senior management's compensation (total amount paid to members of the Board of Directors and Group Executive Board) as appropriate?". Result of the electronic vote:

Other shareholders raised questions related to the course of business, to specific events / incidents of the year under review, strategy issues, the distribution of the Holocaust Settlement funds, the positioning of the Bank in respect of the "Equator Principles", the firm's employment policy and its approach to training and apprenticeship, risk management and control and the independence and cost of the External Auditors. 

Some shareholders also submitted proposals in respect of the Bank's commitment to social responsibility issues.The Annual General Meeting approved the Annual Report, Group and Parent Company Accounts for 2004, with the voting being as follows:

The Board of Directors proposed that the Parent Company profit for 2004 be appropriated as follows:

In the discussion during which only one shareholder requested to speak, it was proposed that the Board consider to make a contribution in favour of handicapped people when proposing the appropriation of next year's annual profit (at the expense of the allocation to other reserves). He does, however, not submit a formal motion. 

The Annual General Meeting approved the proposed appropriation of retained earnings, with the voting being as follows:

The Board of Directors proposed that discharge be granted to the members of the Board of Directors and the Group Executive Board for the financial year 2004. 

No shareholder requested the opportunity to speak. 

The Annual General Meeting granted discharge to the Board of Directors and the Group Executive Board, with the voting being as follows (the members of the Board of Directors and the Group Executive Board not being entitled to vote):

4.1.1. Marcel Ospel

Executive Vice Chairman Alberto Togni takes the chair for this business.
The Board of Directors proposed that Marcel Ospel, whose term of office expired at the AGM, be re-elected as executive member of the Board of Directors for a further three-year term.

None of those present requested the opportunity to speak. The Annual General Meeting re-elected Marcel Ospel, with the voting being as follows:

The Board of Directors, subject to today's approval of Marcel Ospel's re-election, resolved to re-appoint him Chairman of the Board.

4.1.2. Lawrence A. Weinbach

The Board of Directors proposed that Lawrence A. Weinbach, whose term of office expired at the AGM, be re-elected as a non-executive member of the Board of Directors for a further three-year term.

None of those present requested the opportunity to speak. The Annual General Meeting re-elected Lawrence A. Weinbach, with the voting being as follows:

The Board of Directors proposed that Marco Suter (a Swiss citizen) be elected to the Board as an executive member, and that Peter R. Voser (a Swiss citizen) be elected as a non-executive member, each for a period of three years.

None of those present requested the opportunity to speak. The Annual General Meeting approved the nominations, with the voting being as follows:

4.2.1. Marco Suter

4.2.2. Peter R. Voser

Upon a motion from the Board of Directors, and based on the recommendation of the Audit Committee, the Annual General Meeting elected Ernst & Young Ltd., Basel for a further one-year term of office as Group and Statutory Auditors, the voting being as follows:

The Board of Directors proposed that the 39,935,094 shares repurchased under the buyback program approved by the 2004 AGM be cancelled and the share capital of the Corporation be accordingly reduced by CHF 31,948,075.20. Ernst & Young as Statutory Auditors confirmed to the AGM that in their assessment, the claims of creditors will be fully covered even after the reduction in share capital and that the Bank has adequate liquidity. 

The Annual General Meeting approved the cancellation of the shares and the respective amendment to the Articles of Association, the voting being as follows:

Following this resolution, Article 4 (Share capital) of the Articles of Association reads as follows:
1
The share capital of the Corporation is CHF 869'538'466.40 (eight hundred and sixty-nine million, five hundred and thirty-eight thousand, four hundred and sixty-six Swiss francs and fourty centimes), divided into 1,086,923,083 registered shares with a par value of CHF 0.80 each. The share capital is fully paid up.

Paragraph 2 is unchanged.

The notary, Pascal Hensch, would officially certify this amendment to the Articles of Association.

The Board of Directors proposed that the following resolution be passed:

"The Board of Directors shall be authorized to buy back a maximum amount of CHF 5 billion in UBS shares via a second trading line on the virt-x exchange. These shares are to be cancelled definitively and are not therefore regarded as own shares within the meaning of Article 659 of the Swiss Code of Obligations. The required amendment to the Articles of Association (reduction of share capital) will be submitted to the AGM in 2006 for approval."

One shareholder taking the opportunity to speak on the issue questioned the positive impact of the share buy-backs and asked that alternative ways of returning excess capital to shareholders be considered. 

The Annual General Meeting approved the implementation of the proposed 2005/2006 share buyback program, the voting being as follows: