Annual General Meeting 2005

Minutes

Item 1: Annual Report, Group and Parent Company Accounts for 2004, Reports of the Group and Statutory Auditors

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:

Votes cast

265'725'473

Absolute majority

132'862'737

Votes in favour

238'603'810

Votes against

1'660'855

Abstentions

25'460'808

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:

Votes cast

265'098'134

Absolute majority

132'549'068

Votes in favour

262'784'320

Votes against

755'191

Abstentions

1'558'623

Items