Item 4

Elections

4.1. Reelection of members of the Board of Directors

The Board of Directors proposes that Michel Demaré, David Sidwell, Rainer-Marc Frey, Ann F. Godbehere, Axel P. Lehmann, Wolfgang Mayrhuber, Helmut Panke, William G. Parrett and Joseph Yam, each of whose term of office expires at the 2012 Annual General Meeting, be reelected for a one-year term of office.

4.1.1. Michel Demaré

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

B. Explanation
Michel Demaré’s term of office expires at the 2012 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 appointed independent Vice Chairman by the Board of Directors in April 2010. He joined ABB in 2005 as Chief Financial Officer (CFO) and as a member of the Group Executive Committee.
Between February and September 2008, he acted as the interim CEO of ABB. From September 2008 to March 2011, he combined the CFO responsibility with the role of President of Global Markets.

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

4.1.1. 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.

4.1.2. David Sidwell

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

B. Explanation
David Sidwell’s term of office expires at the 2012 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 appointed Senior Independent Director by the Board of Directors in April 2010. He was Executive Vice President and CFO of Morgan Stanley in New York between 2004 and 2007 and retired at the end of 2007.

David Sidwell chairs the Risk Committee and is a member of the Governance
and Nominating Committee.

4.1.3. 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
Rainer-Marc Frey’s term of office expires at the 2012 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 AG. He is the Chairman of Horizon21 AG as well as of its holding company and related entities and subsidiaries.

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

4.1.4. 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
Ann F. Godbehere’s term of office expires at the 2012 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 chairs the Human Resources and Compensation Committee and is a member of the Audit Committee and the Corporate Responsibility Committee.

4.1.5. 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
Axel P. Lehmann’s term of office expires at the 2012 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). In addition, he was made Zurich’s Regional Chairman Europe as well as Chairman of the Board of Farmers Group Inc. in 2011. He joined Zurich in 1996.

Axel P. Lehmann is a member of the Governance and Nominating Committee and the Risk Committee.

4.1.6. Wolfgang Mayrhuber

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

B. Explanation
Wolfgang Mayrhuber’s term of office expires at the 2012 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. Since 2010 he has been the Chairman of the Supervisory Board of Infineon Technologies AG.

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

4.1.7. Helmut Panke

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

B. Explanation
Helmut Panke’s term of office expires at the 2012 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.

4.1.8. 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’s term of office expires at the 2012 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 CEO from 2003 until his retirement in 2007.

William G. Parrett chairs the Audit Committee.

4.1.9. Joseph Yam

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

B. Explanation
Joseph Yam’s term of office expires at the 2012 Annual General Meeting. He is prepared to stand for reelection.

Joseph Yam (1948) is Executive Vice President of the China Society for Finance and Banking and in that capacity has served 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.

Joseph Yam is a member of the Corporate Responsibility Committee and the Risk Committee.

More detailed CVs can be found in the section “Corporate governance, responsibility and compensation” of the annual report 2011 as well as on the Internet at www.ubs.com/boards.

4.2. Election of new candidates for the Board of Directors

4.2.1. Isabelle Romy

A. Motion


The Board of Directors proposes that Isabelle Romy be elected as an independent member of the Board of Directors for a one-year term of office.

B. Explanation
Isabelle Romy (1965) is a partner at the Swiss law firm Niederer Kraft & Frey (NKF), which is based in Zurich and active internationally. From 1995 to 2003 she was an associate at NKF. She specializes in international litigation and arbitration. In addition, she has been an associate professor at the University of Fribourg and at the Federal Institute of Technology in Lausanne (EPFL) since 1996. Between 2003 and 2008, Isabelle Romy served as a deputy judge at the Swiss Federal Supreme Court. She completed her PhD (Dr. iur.) at the University of Lausanne in 1989 and has been a qualified attorney-at-law admitted to the bar of the canton of Vaud since 1991. From 1992 to 1994 she was a visiting scholar at Boalt Hall School of Law, University of California, Berkeley, and completed her professorial thesis at the University of Fribourg in 1996.

Isabelle Romy has been the Vice Chairman of the Sanction Commission of the SIX Swiss Exchange since 2008, where she has been a member since 2002. From 1999 to 2006 she was a member of the Ethics Commission at the EPFL. She is a Swiss citizen.

4.2.2. Beatrice Weder di Mauro

A. Motion


The Board of Directors proposes that Beatrice Weder di Mauro be elected as an independent member of the Board of Directors for a one-year term of office.

B. Explanation
Beatrice Weder di Mauro (1965) has been a professor of economics, economic policy and international macroeconomics at the Johannes Gutenberg University of Mainz since 2001. She was a member of the German Council of Economic Experts from 2004 to 2012. In 2010 she was a resident scholar at the International Monetary Fund (IMF) in Washington, D.C., and in 2006 a visiting scholar at the National Bureau of Economic Research, Cambridge, MA. Since 2003, Beatrice Weder di Mauro has been a research fellow of the Center for Economic Policy Research in London. She was an associate professor of economics at the University of Basel between 1998 and 2001 and, from 1997 to 1998, a research fellow at the United Nations University in Tokyo. Prior to this she worked as an economist for the World Bank and the IMF in Washington, D.C. She completed her PhD in economics at the University of Basel in 1993 and received her habilitation at the same university in 1999.

Beatrice Weder di Mauro is on the board of Roche Holding Ltd., Basel, and on the Supervisory Board of ThyssenKrupp AG, Essen, and of the Deutsche Investitions- und Entwicklungsgesellschaft, Köln. She is a Swiss and Italian citizen.

4.2.3. Axel A. Weber

A. Motion


The Board of Directors proposes that Axel A. Weber be elected as a non-independent member of the Board of Directors for a one-year term of office. In case of his election, the Board of Directors will appoint Axel A. Weber as its Chairman.

B. Explanation

Axel A. Weber (1957) was president of the German Bundesbank between 2004 and 2011, during which time he also served in the following positions: as a member of the Governing Council of the European Central Bank; as a member of the Board of Directors of the Bank for International Settlements; as German governor of the International Monetary Fund; as a member of the Steering Committees of the European Systemic Risk Board and Financial Stability Board; and as a member of the G7 and G20 Ministers and Governors. Currently on leave from the University of Cologne, he is a visiting professor at the University of Chicago Booth School of Business. From 2002 to 2004, Axel A. Weber served as a member of the German Council of Economic Experts. He was a professor for international economics and Director of the Center for Financial Research at the University of Cologne from 2001 to 2004, and a professor for monetary economics and Director of the Center for Financial Studies at the Goethe University in Frankfurt / Main from 1998 to 2001. Prior to this he taught economic theory at the University of Bonn.

He is a member of the Group of Thirty, Washington, D.C., a research fellow at the Center for Economic Policy Research in London and at the Center for Financial Research in Cologne. Axel A. Weber is also a senior research fellow at the Center for Financial Studies in Frankfurt / Main and a member of the European Money and Finance Forum. In addition, he is a member of the Monetary Economics and International Economics Councils of the leading association of German-speaking economists, the Verein für Socialpolitik, a member of the Advisory Board of the German Market Economy Foundation, and a member of the Advisory Council (Hochschulrat) of the Goethe University in Frankfurt / Main.

Axel A. Weber holds a PhD in economics from the University of Siegen, where he also received his habilitation. He graduated with a master’s degree (Diplom) in economics at the University of Constance. He also holds honorary doctorate degrees from the universities of Duisburg-Essen and Constance. Axel A. Weber is a German citizen.

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 (the Parent Bank) 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 2011.

Ernst & Young Ltd., Basel, has been responsible for auditing UBS AG since 1998. Further information concerning the independence of UBS’s auditors and the fees paid to them can be found in the section “Corporate governance, responsibility and compensation” of the annual report 2011.

4.4. Reelection of the special auditors, BDO AG, Zurich

A. Motion

The Board of Directors proposes that BDO AG, Zurich, be reelected for a three-year term of office as special auditors.

B. Explanations
Upon the recommendation of the Audit Committee, the Board of Directors proposes that BDO AG, Zurich, be reelected 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.