Annual General Meeting 2006

Minutes

Item 6: Creation of Conditional Capital Approval of Article 4a para. 2 of the Articles of Association

Creation of Conditional Capital
Approval of Article 4a para. 2 of the Articles of Association


The Board of Directors proposed the creation of conditional capital in a maximum amount of CHF 15 000 000 by means of the following addition to the Articles of Association:

The current Article 4a of the Articles of Association will be renamed Article 4a para. 1 of the Articles of Association.

Article 4a para. 2 (new)
Employee participation plan UBS AG
The share capital may be increased by a maximum of CHF 15 000 000 through the issuance of a maximum of 150 000 000 fully paid registered shares with a par value of CHF 0.10 each upon exercise of employee options issued to employees and members of the management and of the Board of Directors of the Corporation and its subsidiaries. The pre-emptive rights and the advance subscription rights of the shareholders shall be excluded. The issuance of these options to employees and members of the management and of the Boards of Directors of the Corporation and its subsidiaries will take place in accordance with the plan rules issued by the Board of Directors and its Compensation Committee. The acquisition of shares through the exercise of option rights as well as every subsequent transfer of these shares shall be subject to the registration requirements set forth in Article 5 of the Articles of Association.

In the discussion a shareholder took the opportunity to talk again about to the compensation for senior executives and proposes to reject the motion of the creation of conditional capital.

The Annual General Meeting approved the creation of conditional capital and the addition to the Articles of Association, the voting being as follows:

Represented votes

244'866'401

Represented par value

CHF 195'893'120.80

 

Quorum

2/3 majority of the votes

163'244'268

Absolute majority of par value

CHF 97'946'560.80

 

Votes in favour

182'721'434

Par value in favour

CHF 146'177'147.20

Votes against (incl. abstentions)

61'783'746

Par value against (incl. abstentions)

CHF 49'426'996.80

The notary, Dr. A. Rebsamen, would officially certify this amendment to the Articles of Association. The new Article 4a para. 2 of the Articles of Association shall be recorded in the Commercial Register together with the amendments to the Articles of Association approved under Agenda Item 5.5.

The meeting closed at 6.50 p.m.

Zurich, 24 April 2006

On behalf of the Board of Directors:

Marcel Ospel
Chairman

Luzius Cameron
Company Secretary