Item 3

Elections

3.1. Re-election of members of the Board of Directors

The Board of Directors proposes that Peter R. Voser, David Sidwell, Sally Bott, Rainer- Marc Frey, Bruno Gehrig and William G. Parrett, each of whose term of office expires at the 2009 Annual General Meeting, be re-elected for a one-year term.

3.1.1. Peter R. Voser

A. Motion
The Board of Directors proposes that Peter R. Voser be re-elected for an additional one-year term of office.

B. Explanations
The term of office of Peter R. Voser expires at the 2009 Annual General Meeting. He is prepared to stand for re-election.

Peter R. Voser (1958) was elected to the Board of Directors at the annual general meeting in April 2005. He has been Chief Financial Officer (CFO) and an Executive Board member of Royal Dutch Shell plc in London since 2004. Between 2002 and 2004, he was CFO of Asea Brown Boveri (ABB) in Switzerland. Peter R. Voser chairs the audit committee and is a member of the strategy committee.

3.1.2. David Sidwell

A. Motion
The Board of Directors proposes that David Sidwell be re-elected for an additional one-year term of office.

B. Explanations
The term of office of David Sidwell expires at the 2009 Annual General Meeting. He is prepared to stand for re-election.

David Sidwell (1953) was elected to the Board of Directors at the annual general meeting in April 2008. He was Executive Vice President and CFO of Morgan Stanley in New York between March 2004 and October 2007 and retired at the end of 2007. David Sidwell chairs the risk committee and is a member of the corporate responsibility committee.

3.1.3. Sally Bott

A. Motion
The Board of Directors proposes that Sally Bott be re-elected for a one-year term of office.

B. Explanations
The term of office of Sally Bott expires at the 2009 Annual General Meeting. She is prepared to stand for re-election.

Sally Bott (1949) was elected to the Board of Directors at the extraordinary general meeting in October 2008. She serves as Group Human Resources Director of BP plc, which she joined in early 2005, and is a member of its Group Executive Committee. Sally Bott is a member of the human resources and compensation committee and of the corporate responsibility committee.

3.1.4. Rainer-Marc Frey

A. Motion
The Board of Directors proposes that Rainer-Marc Frey be re-elected for a one-year term of office.

B. Explanations
The term of office of Rainer-Marc Frey expires at the 2009 Annual General Meeting. He is prepared to stand for re-election.

Rainer-Marc Frey (1963) was elected to the Board of Directors at the extraordinary general meeting in October 2008. He is the founder and Chairman of Horizon21, an investment management company which takes long-term investment views on various trends in the investment management industry. Rainer-Marc Frey is a member of the risk committee and of the strategy committee.

3.1.5. Bruno Gehrig

A. Motion
The Board of Directors proposes that Bruno Gehrig be re-elected for a one-year term of office.

B. Explanations
The term of office of Bruno Gehrig expires at the 2009 Annual General Meeting. He is prepared to stand for re-election.

Bruno Gehrig (1946) was elected to the Board of Directors at the extraordinary general meeting in October 2008. He has been Chairman of Swiss Life Holding since 2003, a position from which he will resign on 7 May 2009. From 1992 to 1996, he was a professor of banking and finance at the University of St. Gallen and concurrently served as a member of the Swiss Federal Banking Commission. He is a member of the audit committee.

3.1.6. William G. Parrett

A. Motion
The Board of Directors proposes that William G. Parrett be re-elected for a one-year term of office.

B. Explanations
The term of office of William G. Parrett expires at the 2009 Annual General Meeting. He is prepared to stand for re-election.

William G. Parrett (1945) was elected to the Board of Directors at the extraordinary general meeting in October 2008. He served his entire career with Deloitte Touche Tohmatsu, a global organization of member firms that operates with 160,000 people in nearly 140 countries. He was Chief Executive Officer (CEO) from 2003 until his retirement in 2007. William G. Parrett is a member of the audit committee.

More detailed CVs can be found in the section "Corporate governance and compensation" of the annual report 2008 as well as on the Internet at www.ubs.com/boards.

3.2. Election of four new candidates for the Board of Directors

3.2.1. Election of Kaspar Villiger

A. Motion
The Board of Directors proposes that Kaspar Villiger be elected as a non-independent member of the Board of Directors for a one-year term of office.

B. Explanations
As a result of Peter Kurer's decision not to stand for re-election, the Board of Directors has resolved to propose Kaspar Villiger for election as a non-independent member of the Board of Directors. Pending his election, the Board of Directors intends to appoint Kaspar Villiger as Chairman of the Board.

Kaspar Villiger (1941) was elected as Federal Councilor in 1989 with responsibility as Defense Minister and head of the Federal Military Department. In 1995, he was elected as Finance Minister with responsibility as Head of the Federal Department of Finance until he stepped down at the end of 2003. Simultaneously, he was President of the Swiss Confederation in 1995 and 2002. As co-owner of the Villiger- Group, Kaspar Villiger managed the parent firm, Villiger Söhne AG, from 1966 until 1989. Simultaneously, Mr. Villiger held several political positions, first in the parliament of the canton of Lucerne and, from 1982 onwards, in the Swiss Federal Parliament.

He graduated from the Swiss Federal Institute of Technology (ETH) in Zurich with a degree in mechanical engineering in 1966. Mr. Villiger is a Swiss citizen.

In 2004, Kaspar Villiger became a member of the board of directors of Nestlé, Swiss Re and Neue Zürcher Zeitung. Pending his election to the Board of Directors of UBS AG, he would resign from these mandates.

3.2.2. Election of Michel Demaré

A. Motion
The Board of Directors proposes that Michel Demaré be elected as an independent member of the Board of Directors for a one-year term of office.

B. Explanations
Michel Demaré (1956) joined ABB in 2005 as member of the Executive Committee and CFO. In addition, he became president of Global Markets in November 2008. Between February and September 2008, he acted as interim CEO of ABB. Mr. Demaré joined ABB from Baxter International, a global healthcare company, where he was CFO Europe from 2002 to 2005. Prior to this role, he spent 18 years at the Dow Chemical Company, holding various Treasury and Risk Management positions in Belgium, France, the US and Switzerland. Between 1997 and 2002 he was CFO of the Global Polyolefins and Elastomers division.

Mr. Demaré began his career as an officer in the Multinational Banking division of Continental Illinois Bank of Chicago, based in Antwerp. He graduated with an MBA from the Katholieke Universiteit Leuven, Belgium and a degree in applied economics from the Université Catholique de Louvain, Belgium. Mr. Demaré is a Belgian citizen.

In addition, Mr. Demaré is a member of the foundation board of IMD, Lausanne.

3.2.3. Election of Ann F. Godbehere

A. Motion
The Board of Directors proposes that Ann F. Godbehere be elected as an independent member of the Board of Directors for a one-year term of office.

B. Explanations
Ann F. Godbehere (1955) was appointed CFO and executive director of Northern Rock in February 2008, serving in these roles during the initial phase of the business' public ownership - she left at the end of January 2009. Prior to this role, she served as CFO of Swiss Re Group from 2003 to 2007. Ms. Godbehere was CFO of the Group's Property and Casualty division in Zurich for two years, prior to serving as CFO of the Life & Health division in London for three years. From 1997 to 1998, Ms. Godbehere was CEO of Swiss Life & Health in Canada, before which, in 1996 and 1997, she was CFO of Swiss Life & Health, North America. Ms. Godbehere is a Canadian and a British citizen.

In addition, Ms. Godbehere is a non executive director of Prudential Plc and a fellow of the Certified General Accountants Association of Canada. She is on the Board of the Lloyd's managing agency Atrium Underwriters Group Ltd., which was acquired in 2007 by Ariel Holdings, the insurance company, of whose board she is also a member.

3.2.4. Election of Axel P. Lehmann

A. Motion
The Board of Directors proposes that Axel P. Lehmann be elected as an independent member of the Board of Directors for a one-year term of office.

B. Explanations
Axel P. Lehmann (1959) has been a member of the Group Executive Committee as Group Chief Risk Officer of Zurich Financial Services (Zurich) since January 2008. In addition, he is responsible for Group IT. In September 2004 Mr. Lehmann was appointed CEO of Zurich North America Commercial in Schaumburg, Chicago. Mr. Lehmann became a member of the Group Executive Committee and CEO of the Continental Europe business division in 2002 and was subsequently in charge of integrating Continental Europe, UK and Ireland to create, in 2004 as CEO, the Europe General Insurance business division. Mr. Lehmann became a member of the Group Management Board responsible for group-wide business development functions in 2000. A year later, he took over responsibility for the Northern Europe region and subsequently was appointed CEO of the Zurich Group Germany.

He was head of Corporate Planning and Controlling for Swiss Life before he joined Zurich in 1996 as a member of the Executive Management team of Zurich, Switzerland.

Mr. Lehmann was a lecturer at several universities and institutes and became vice president of the Institute of Insurance Economics and the European Center at the University of St. Gallen, responsible for consulting and management development. He is an honorary professor for business administration and service management and Chairman of the board of the Institute of Insurance Economics at the University of St. Gallen.

He holds a PhD and a master's degree in business administration and economics from the University of St. Gallen and is a graduate of Wharton Advanced Management Program. He is a Swiss citizen.

3.3. Re-election of the auditors (Ernst & Young Ltd., Basel)

A. Motion
The Board of Directors proposes that Ernst & Young Ltd., Basel (Ernst & Young), be re-elected for a one-year term of office as auditors for the financial statements of UBS AG and the consolidated financial statements of the UBS Group.

B. Explanations
Upon the recommendation of the audit committee, the Board of Directors proposes that Ernst & Young be re-elected for a further one-year term of office as auditors. Ernst & Young has confirmed to the audit committee of the Board of Directors that it possesses the level of independence required to take on this role and that its independence will not be affected by additional mandates performed for UBS AG. Any such additional mandates will require pre-approval by the audit committee. Ernst & Young further confirm that it did not provide any services for UBS AG prohibited by the US Securities and Exchange Commission (SEC) for a company's principal auditor in the period from 1 January until 31 December 2008.

Ernst & Young has been responsible for UBS AG audits since the merger in 1998. Further information concerning the independence of its auditors and the fees paid to them can be found in the section "Corporate governance and compensation" of the annual report 2008.

3.4. Re-election of the special auditors (BDO Visura, Zurich)

A. Motion
The Board of Directors proposes that BDO Visura, Zurich, be re-elected for a threeyear term of office as special auditors.

B. Explanations
Upon the recommendation of the audit committee, the Board of Directors proposes that BDO Visura, Zurich, be re-elected for a three-year term of office as special auditors. In accordance with Article 31 para. 3 of the Articles of Association, special auditors are responsible for providing the legally required opinions in cases of capital increases. Pursuant to SEC regulations intended to guarantee independent audits, such opinions may not be provided by the principal auditors.