Annual General Meeting 2006

Minutes

Item 5: Capital Reduction, Share Buyback Program, Par Value Repayment and Share Split

Item 5.1.
Cancellation of Shares Repurchased under the 2005/2006 Share Buyback Program


The Board of Directors proposed that the 37'100'000 shares repurchased under the buyback program approved by the 2005 AGM be cancelled and the share capital of the Corporation be accordingly reduced by CHF 29'680'000.00. Ernst & Young Ltd. 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, the voting being as follows:

Votes cast

244,811,377

Absolute majority

122,405,689

Votes in favour

243,375,994

Votes against

767,555

Abstentions

667,828

The Articles of Association will be amended accordingly under item 5.5.

Item 5.2.
Approval of a New Share Buyback Program for 2006/2007

The Board of Directors proposed that the following resolution be passed: "The Board of Directors is hereby authorized to buy back a maximum amount of CHF 5 billion in UBS shares via a second trading line on virt-x. These shares are to be cancelled definitively and are thus not subject to the 10% threshold for UBS's "own shares" within the meaning of Article 659 of the Swiss Code of Obligations. The necessary amendment of the Articles of Association (reduction of share capital) shall be submitted to the Annual General Meeting in 2007 for approval."

None of those present requested the opportunity to speak. The Annual General Meeting approved the implementation of the proposed 2006/2007 share buyback program, the voting being as follows:

Votes cast

244,800,138

Absolute majority

122,400,070

Votes in favour

241,676,167

Votes against

2,412,182

Abstentions

711,789

Item 5.3.
One-time Payout in the Form of a Par Value Repayment
The Board of Directors proposed that, in addition to the distribution of a dividend, a par value repayment in the amount of CHF 0.60 per issued share be made for the year 2005. The par value of treasury shares held by UBS AG on the record date will also be reduced by CHF 0.60 per share. However, these shares are not ranking for the par value repayment.

None of those present requested the opportunity to speak. The Annual General Meeting approved the implementation of a par value repayment, the voting being as follows:

Votes cast

244,772,570

Absolute majority

122,386,286

Votes in favour

243,493,658

Votes against

752,305

Abstentions

526,607

Article 4 para. 1 and 4a of the Articles of Association will be amended accordingly under item 5.5.

Item 5.4.
Share Split


The Board of Directors proposed that upon completion of the capital reduction and the par value repayment, the par value of the then issued shares be split at a 1:2 ratio and that the number of shares be increased accordingly.

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

Votes cast

244,700,252

Absolute majority

122,350,127

Votes in favour

242,693,766

Votes against

1,423,801

Abstentions

582,685

Article 4 para. 1 and 4a of the Articles of Association will be amended accordingly under item 5.5.

Item 5.5.
Amendments to the Articles of Association


5.5.1. Amendments to Art. 4 para. 1 and Art. 4a of the Articles of Association
The Annual General Meeting approved the proposals of the Board of Directors set forth in Agenda Items 5.1, 5.3, and 5.4. The Board of Directors therefore proposed that Article 4 para. 1 and Article 4a of the Articles of Association be amended as follows:

Article 4 para. 1
The share capital of the Corporation is CHF 210 306 504.40 (two hundred and ten million, three hundred and six thousand, five hundred and four Swiss francs and forty centimes), divided into 2 103 065 044 registered shares with a par value of CHF 0.10 each. The share capital is fully paid up.

Article 4a
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 364 700.20, corresponding to a maximum of 3 647 002 registered shares of CHF 0.10 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.

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

Votes cast

244,634,111

Absolute majority

122,317,056

Votes in favour

242,863,326

Votes against

662,048

Abstentions

1,108,737

The notary, Dr. A. Rebsamen, would officially certify this amendment to the Articles of Association. 5.5.2. Reduction of the Threshold Value for Agenda Item Requests (Article 12 para. 1 of the Articles of Association)

The Annual General Meeting approved the Board of Directors' proposal set forth in Agenda Item 5.3. The Board of Directors therefore proposed that Article 12 para. 1 of the Articles of Association be amended as follows:

Article 12 para. 1
Shareholders representing shares with an aggregate par value of CHF 62 500 may submit proposals for matters to be placed on the agenda for consideration by the Annual General Meeting, provided that their proposals are submitted in writing within the deadline published by the Corporation and include the actual motion(s) to be put forward.

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

Votes cast

244,584,323

Absolute majority

122,292,162

Votes in favour

242,749,103

Votes against

778,939

Abstentions

1,056,281

The notary, Dr. A. Rebsamen, would officially certify this amendment to the Articles of Association.