Item 6

Creation of conditional capital
Approval of Article 4a para. 4 of the Articles of Association

A. Motion
The Board of Directors proposes the creation of conditional capital in a maximum amount of CHF 38,000,000 by means of the following addition to the Articles of Association.

Article 4a para. 4 (new)
Conditional capital

The share capital may be increased in an amount not to exceed CHF 38,000,000 by the issuance of up to 380,000,000 fully paid registered shares with a nominal value of CHF 0.10 each through the voluntary or mandatory exercise of conversion rights and / or warrants granted in connection with the issuance of bonds or similar financial instruments by the Company or one of its group companies on national or international capital markets. The pre-emptive rights of the shareholders shall be excluded. The then current owners of conversion rights and / or warrants shall be entitled to subscribe for the new shares. The conditions of the conversion rights and / or warrants shall be determined by the Board of Directors.

The acquisition of shares through voluntary or mandatory exercise of conversion rights and / or warrants, as well as each subsequent transfer of the shares, shall be subject to the registration requirements set forth in Article 5 of the Articles of Association.

In connection with the issuance of convertible bonds or bonds with warrants or similar financial instruments, the Board of Directors shall be authorized to restrict or exclude the advance subscription rights of shareholders if such instrument is issued (i) on national or international capital markets or (ii) to one or more financial investors. If the advance subscription rights are restricted or excluded by the Board of Directors, the following shall apply: the issuance of such instrument shall be made at prevailing market conditions, and the new shares shall be issued pursuant to the relevant conditions of that financial instrument. Conversion rights may be exercised during a maximum 10-year period, and warrants may be exercised during a maximum 7-year period, in each case from the date of the respective issuance. The issuance of the new shares upon voluntary or mandatory exercise of conversion rights and / or warrants shall be made at conditions taking into account the market price of the shares and / or comparable instruments with a market price at the time of the issuance of the relevant financial instrument.

B. Explanations
The proposed creation of conditional capital in the maximum amount of CHF 38,000,000 is a further component of UBS AG's contingency planning and capital management and is in line with recent regulatory developments and proposed standards and requirements. The conditional capital will provide the Board of Directors with the flexibility to increase UBS AG's core tier 1 capital in an amount not to exceed 10% of the currently issued share capital. The conditional capital is to be used to deliver shares upon voluntary or mandatory exercise of conversion rights and / or warrants granted in connection with the issuance of bonds or similar financial instruments by UBS AG or one of its subsidiaries.

The Board of Directors shall be authorized to exclude the advance subscription rights of the shareholders in case the financial instruments are offered to investors at market conditions.