Item 5

Elections

5.1. Reelection of members of the Board of Directors

The Board of Directors proposes that Kaspar Villiger, Sally Bott, Michel Demaré, Rainer-Marc Frey, Bruno Gehrig, Ann F. Godbehere, Axel P. Lehmann, Helmut Panke, William G. Parrett and David Sidwell, each of whose term of office expires at the 2010 Annual General Meeting, be reelected for a one-year term of office.

5.1.1. Kaspar Villiger

A. Motion
The Board of Directors proposes that Kaspar Villiger be reelected for a one-year term of office.

B. Explanations
The term of office of Kaspar Villiger, Chairman of the Board of Directors, expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

Kaspar Villiger (1941) was elected to the Board of Directors at the 2009 Annual General Meeting and thereafter appointed as Chairman. He was Federal Councilor from 1989 to 2003, during this time he headed the Federal Military Department and later the Federal Department of Finance.

Kaspar Villiger chairs the Governance and Nominating Committee and the Corporate Responsibility Committee.

5.1.2. Sally Bott

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

B. Explanations
The term of office of Sally Bott expires at the 2010 Annual General Meeting. She is prepared to stand for reelection.

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 chairs the Human Resources and Compensation Committee and is a member of the Corporate Responsibility Committee.

5.1.3. Michel Demaré

A. Motion
The Board of Directors proposes that Michel Demaré be reelected for a one-year term of office.

B. Explanations
The term of office of Michel Demaré expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

Michel Demaré (1956) was elected to the Board of Directors at the 2009 Annual General Meeting. He joined ABB in 2005 as member of the Executive Committee and CFO. In November 2008 he became president of Global Markets. Between February and September 2008, he acted as interim CEO of ABB.

Michel Demaré is a member of the Audit Committee.

5.1.4. Rainer-Marc Frey

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

B. Explanations
The term of office of Rainer-Marc Frey expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

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 the investment management company Horizon21.

Rainer-Marc Frey is a member of the Risk Committee.

5.1.5. Bruno Gehrig

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

B. Explanations
The term of office of Bruno Gehrig expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

Bruno Gehrig (1946) was elected to the Board of Directors at the Extraordinary General Meeting in October 2008. He was Chairman of Swiss Life Holding from 2003 to 2009, before that he served as a member of the Swiss Federal Banking Commission.

Bruno Gehrig is a member of the Governance and Nominating Committee and the Human Resources and Compensation Committee.

5.1.6. Ann F. Godbehere

A. Motion
The Board of Directors proposes that Ann F. Godbehere be reelected for a one-year term of office.

B. Explanations
The term of office of Ann F. Godbehere expires at the 2010 Annual General Meeting. She is prepared to stand for reelection.

Ann F. Godbehere (1955) was elected to the Board of Directors at the 2009 Annual General Meeting. She 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.

Ann F. Godbehere is a member of the Audit Committee and the Corporate Responsibility Committee.

5.1.7. Axel P. Lehmann

A. Motion
The Board of Directors proposes that Axel P. Lehmann be reelected for a one-year term of office.

B. Explanations
The term of office of Axel P. Lehmann expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

Axel P. Lehmann (1959) was elected to the Board of Directors at the 2009 Annual General Meeting. He has been a member of the Group Executive Committee as Group Chief Risk Officer of Zurich Financial Services (Zurich) since January 2008. He joined Zurich in 1996.

Axel P. Lehmann is a member of the Risk Committee.

5.1.8. Helmut Panke

A. Motion
The Board of Directors proposes that Helmut Panke be reelected for a one-year term of office.

B. Explanations
The term of office of Helmut Panke expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

Helmut Panke (1946) was elected to the Board of Directors at the 2004 Annual General Meeting. He joined BMW in 1982 and was Chairman of its Board of Management between 2002 and 2006.

Helmut Panke is a member of the Human Resources and Compensation Committee and the Risk Committee.

5.1.9. William G. Parrett

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

B. Explanations
The term of office of William G. Parrett expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

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 and was Chief Executive Officer from 2003 until his retirement in 2007.

William G. Parrett chairs the Audit Committee.

5.1.10. David Sidwell

A. Motion
The Board of Directors proposes that David Sidwell be reelected for a one-year term of office.

B. Explanations
The term of office of David Sidwell expires at the 2010 Annual General Meeting. He is prepared to stand for reelection.

David Sidwell (1953) was elected to the Board of Directors at the 2008 Annual General Meeting. 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.

More detailed CVs can be found in the section “Corporate governance and compensation” of the annual report 2009 as well as on the Internet at www.ubs.com/boards.

5.2. Election of a candidate for the Board of Directors

5.2.1. Election of Wolfgang Mayrhuber

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

B. Explanations
Wolfgang Mayrhuber (1947) has been Chairman of the Executive Board and CEO of Deutsche Lufthansa AG since 2003. 2002 he was elected Deputy Chairman of the Executive Board. In 2001 he was appointed to the Executive Board with responsibility for the passenger airline business. From 1994 to the end of 2000 he was Chairman of the Executive Board of the newly founded Lufthansa Technik AG. After holding a variety of management positions in the maintenance, repair and overhaul division, he was appointed Executive Vice President and Chief Operating Officer Technical in 1992. In 1970 he joined Lufthansa as an engineer at the engine overhaul facility in Hamburg.

Mr. Mayrhuber studied mechanical engineering at the Technical College in Steyr, Austria, and at the Bloor Institute in Canada until 1965. In 1990 he completed an Executive Management Training course at the Massachusetts Institute of Technology (MIT). Mr. Mayrhuber is an Austrian citizen.

Mr. Mayrhuber is a member of the supervisory boards of Fraport AG, Munich Re Group, Lufthansa Technik AG, Austrian Airlines AG and BMW Group. Furthermore, he serves on the Board of SN Airholding SA / NV and HEICO Corp., USA. He is seated on the Steering Committee of the Association of European Airlines and on the International Air Transport Association (IATA) Board of Governors.

5.3. Reelection of the auditors, Ernst & Young Ltd., Basel

A. Motion
The Board of Directors proposes that Ernst & Young Ltd., Basel, be reelected 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 Ltd., Basel, be reelected for a further one-year term of office as auditors. Ernst & Young Ltd., Basel, has confirmed to the Board of Directors' Audit Committee 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 Ltd., Basel, further confirms 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 2009.

Ernst & Young Ltd., Basel, 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 2009.