Item 4

Elections

4.1. Reelection of members of the Board of Directors

The Board of Directors proposes that Kaspar Villiger, Michel Demaré, David Sidwell, Rainer-Marc Frey, Bruno Gehrig, Ann F. Godbehere, Axel P. Lehmann, Wolfgang Mayrhuber, Helmut Panke and William G. Parrett, each of whose term of office expires at the 2011 Annual General Meeting, be reelected for a one-year term of office.

4.1.1. Kaspar Villiger

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

B. Explanation
The term of office of Kaspar Villiger, Chairman of the Board of Directors, expires at the 2011 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 which time he served as the Minister of Defense and Head of the Federal Military Department and later as Finance Minister and Head of the Federal Department of Finance.

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

4.1.2. Michel Demaré

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

B. Explanation
The term of office of Michel Demaré expires at the 2011 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 and was appointed independent Vice Chairman at the 2010 Annual General Meeting. He joined ABB in 2005 as Chief Financial Officer (CFO) and as a member of its Group Executive Committee. Michel Demaré acted as interim Chief Executive Officer (CEO) of the company between February and September 2008 prior to adding the role of President of Global Markets, which he held until February 2011.

Michel Demaré is a member of the Audit Committee and the Governance and Nominating Committee.

4.1.3. David Sidwell

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

B. Explanation
The term of office of David Sidwell expires at the 2011 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 and was appointed Senior Independent Director at the 2010 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.

4.1.4. Rainer-Marc Frey

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

B. Explanation
The term of office of Rainer-Marc Frey expires at the 2011 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 of the investment management company Horizon21. He is the Chairman of Horizon21 as well as of its related entities and subsidiaries.

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

4.1.5. Bruno Gehrig

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

B. Explanation
The term of office of Bruno Gehrig expires at the 2011 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 is Chairman of Swiss International Air Lines' Board of Directors and was Chairman of Swiss Life Holding from 2003 to 2009. Between 1996 and 2003, he worked at the Swiss National Bank, starting as a member of the Governing Board and becoming Vice Chairman in 2000.

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

4.1.6. Ann F. Godbehere

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

B. Explanation
The term of office of Ann F. Godbehere expires at the 2011 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.

4.1.7. Axel P. Lehmann

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

B. Explanation
The term of office of Axel P. Lehmann expires at the 2011 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 and, since 2008, Group Chief Risk Officer of Zurich Financial Services (Zurich). He joined Zurich in 1996.

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

4.1.8. Wolfgang Mayrhuber

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

B. Explanation
The term of office of Wolfgang Mayrhuber expires at the 2011 Annual General Meeting. He is prepared to stand for reelection.

Wolfgang Mayrhuber (1947) was elected to the Board of Directors at the 2010 Annual General Meeting. He was Chairman of the Executive Board and CEO of Deutsche Lufthansa AG from 2003 to 2010.

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

4.1.9. Helmut Panke

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

B. Explanation
The term of office of Helmut Panke expires at the 2011 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 member of the Risk Committee and ad-interim Chairperson of the Human Resources and Compensation Committee.

4.1.10. William G. Parrett

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

B. Explanation
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 CEO from 2003 until his retirement in 2007.

William G. Parrett chairs the Audit Committee.

More detailed CVs can be found in the section “Corporate governance and compensation” of the annual report 2010 as well as on the Internet at www.ubs.com/boards.

4.2. Election of Joseph Yam to the Board of Directors

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

B. Explanation
Joseph Yam (1948) is Executive Vice President of the China Society for Finance and Banking and in that capacity serves as an advisor to the People's Bank of China since 2009. He was instrumental in the establishment of the Hong Kong Monetary Authority and served as its Chief Executive from 1993 until his retirement in 2009. He began his career in Hong Kong as a statistician in 1971 and served the public for over 38 years. During his service he occupied several positions such as Director of the Office of the Exchange Fund in 1991, Deputy Secretary for Monetary Affairs in 1985 and Principal Assistant Secretary for Monetary Affairs in 1982.

Joseph Yam graduated from the University of Hong Kong in 1970 with first class honors in economics and statistics. He holds honorary doctorate degrees and professorships from a number of universities in Hong Kong and overseas. He is a Distinguished Research Fellow of the Institute of Global Economics and Finance at the Chinese University of Hong Kong. In recognition of his contributions to Hong Kong, Joseph Yam was awarded the highest honor of the Grand Bauhinia Medal by the Hong Kong Special Administrative Region Government in 2009. He is of Chinese nationality and a Hong Kong citizen.

Joseph Yam is Chairman of the board of Macroprudential Consultancy Limited and sits on the international advisory councils of a number of government and academic institutions. He is on the boards of China Construction Bank and Johnson Electric Holdings Limited.

4.3. 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. Explanation
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 to 31 December 2010.

Ernst & Young Ltd., Basel, has been responsible for auditing UBS AG since the latter's merger in 1998. Further information concerning the independence of UBS's auditors and the fees paid to them can be found in the section “Corporate governance and compensation” of the annual report 2010.