A. Information Request
On 18 December 2007, Ethos submitted to the Board of Directors and the Auditors a request for information on the effects of the US sub-prime mortgage crisis on UBS AG pursuant to Article 697 of the Swiss Code of Obligations ("CO").
The questions of Ethos relate in essence to the following matters:
(i) Questions to the Board of Director
Independence of control and risk management functions
Limit to the volume of high-risk transactions
Existence of a special internal audit in 2006 or 2007
Risk control relating to the reintegration of Dillon Read Capital Management
Remuneration system for risk control staff
2006 executive remuneration
Equal treatment of shareholders and the pre-emption rights to subscribe to convertible bonds
(ii) Questions to the Auditors
Implementation of the Swiss Federal Banking Commission Circular of 27 September 2006
Possible restatement of the 2006 accounts
Independence and adequacy of the risk management system since 2006
Answers to the questions under this agenda item 1.A. will be given at the Extraordinary General Meeting. No resolution will be taken under this agenda item 1.A.
No later than 18 February 2008, Ethos' questions and UBS AG's answers to them will also be available in writing (German and English) on UBS AG's website (www.ubs.com).
B. Request for a Special Audit (Sonderprüfung) by Ethos
1. Proposal by Ethos
Subject to the answers received under agenda item 1.A. above, Ethos proposes that a special audit (Sonderprüfung) be undertaken in accordance with Articles 697a et seq. of the CO to establish the facts relating to the information request pursuant to agenda item 1.A.
2. Motion of the Board of Directors
The Board of Directors fully supports a further clarification of the effects of the US sub-prime mortgage crisis on UBS and the root causes for UBS' large exposure in this area. The Board of Directors distributed the Letter to Shareholders dated 10 January 2008 as well as the Shareholder Information Brochure dated 31 January 2008, and further intends to address any questions addressed to it at the Extraordinary General Meeting. However, the Board of Directors believes that by providing answers to the questions at the Extraordinary General Meeting it is in a position to alleviate the concerns of the requesting shareholder. In addition, the Swiss Federal Banking Commission (EBK) has initiated a separate investigation covering inter alia
the reasons which led to the loss positions and to the valuation adjustments
the circumstances in connection with the formation and the dissolution of the business activities of Dillon Read Capital Management (DRCM)
the process of risk control and valuation of the sub-prime instruments
the securitisation process
the activities of the internal control units (risk control, Group Internal Audit, Board of Directors) in connection with UBS AG entering into the sub-prime market
the responsibilities for the sub-prime area, the associated risks and control and the valuation on group level and on the level of the business units (especially at UBS Investment Bank and DRCM)
the lessons which UBS AG draws from this incident
disclosure of price sensitive information.
There is, therefore, no need for the appointment of a special auditor (Sonderprüfer) through a special court proceeding. The Board of Directors therefore proposes not to approve any proposal for a special audit (Sonderprüfung).