Item 4

Elections

4.1. Reelection of members of the Board of Directors
The Board of Directors proposes that Axel A. Weber, Michel Demaré, David Sidwell, Rainer-Marc Frey, Ann F. Godbehere, Axel P. Lehmann, Helmut Panke, William G. Parrett, Isabelle Romy, Beatrice Weder di Mauro and Joseph Yam, each of whose term of office expires at the 2013 Annual General Meeting, be reelected for a one-year term of office.

4.1.1. Axel A Weber

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

B. Explanation
Axel A. Weber’s term of office as Chairman of the Board of Directors expires at the 2013 Annual General Meeting. He is prepared to stand for reelection.

Axel A. Weber (born 1957) was elected to the Board of Directors at the 2012 Annual General Meeting and appointed Chairman of the Board. He was president of the German Bundesbank between 2004 and 2011, during which time he also served as a member of the Governing Council of the European Central Bank, a member of the Board of Directors of the Bank for International Settlements, German governor of the International Monetary Fund, and as a member of the G7 and G20 Ministers and Governors.

Axel A. Weber chairs the Governance and Nominating Committee and is a member of the Corporate Responsibility 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

Michel Demaré’s term of office expires at the 2013 Annual General Meeting. He is prepared to stand for reelection.

Michel Demaré (born 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. He stepped down from his function in ABB in January 2013.

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

David Sidwell’s term of office expires at the 2013 Annual General Meeting. He is prepared to stand for reelection.

David Sidwell (born 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.

4.1.4. 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

Rainer-Marc Frey’s term of office expires at the 2013 Annual General Meeting. He is prepared to stand for reelection.

Rainer-Marc Frey (born 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 Human Resources and Compensation Committee and the Risk Committee.

4.1.5. 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 2013 Annual General Meeting. She is prepared to stand for reelection.

Ann F. Godbehere (born 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 board member and Chairperson of the audit committees of Prudential plc, Rio Tinto plc and Rio Tinto Limited in London. She is also a board member of British American Tobacco plc and sits on its audit committee.

Ann F. Godbehere chairs the Human Resources and Compensation Committee and is a member of the Audit Committee.

4.1.6. 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 2013 Annual General Meeting. He is prepared to stand for reelection.

Axel P. Lehmann (born 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 Insurance Group (Zurich). In addition, he was made Zurich’s Regional Chairman Europe as well as Chairman of the Board of Farmers Group Inc. in 2011.

Axel P. Lehmann is a member of the Governance and Nominating Committee and the Risk 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 2013 Annual General Meeting. He is prepared to stand for reelection.

Helmut Panke (born 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 2013 Annual General Meeting. He is prepared to stand for reelection.

William G. Parrett (born 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 is on the boards of the Eastman Kodak Company, the Blackstone Group LP, and Thermo Fisher Scientific Inc., and chairs each company’s audit committee.

William G. Parrett chairs the Audit Committee and is a member of the Corporate Responsibility Committee.

4.1.9. Isabelle Romy

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


B. Explanation

Isabelle Romy‘s term of office expires at the 2013 Annual General Meeting. She is prepared to stand for reelection.

Isabelle Romy (born 1965) was elected to the Board of Directors at the 2012 Annual General Meeting. She is a partner at Froriep Renggli, a large Swiss business law firm. From 1995 to 2012 she worked for another major Swiss law firm based in Zurich, where she was a partner from 2003 to 2012. Isabelle Romy has been Vice Chairman of the sanction commission of SIX Swiss Exchange since 2008.

Isabelle Romy is a member of the Audit Committee and the Governance and Nominating Committee.

4.1.10. Beatrice Weder di Mauro

A. Motion
The Board of Directors proposes that Beatrice Weder di Mauro be reelected for a one-year term of office.


B. Explanation

Beatrice Weder di Mauro‘s term of office expires at the 2013 Annual General Meeting. She is prepared to stand for reelection. Beatrice Weder di Mauro (born 1965) was elected to the Board of Directors at the 2012 Annual General Meeting. She has been a professor of economics, economic policy and international macroeconomics at the Johannes Gutenberg University of Mainz since 2001.

Beatrice Weder di Mauro is a member of the Audit Committee and the Corporate Responsibility Committee.

4.1.11. 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 2013 Annual General Meeting.

He is prepared to stand for reelection. Joseph Yam (born 1948) was elected to the Board of Directors at the 2011 Annual General Meeting. He 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 served as the Hong Kong Monetary Authority’s 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 2012 as well as on the internet at www.ubs.com/boards.

4.2. Election of Reto Francioni to the Board of Directors

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


B. Explanation

Reto Francioni (born 1955) has been Chief Executive Officer (CEO) of Deutsche Börse AG since 2005. Since 2006 he has been a professor of applied capital markets theory at the University of Basel. From 2002 to 2005 he was Chairman of the Supervisory Board and President of the SWX Group, Zurich. Reto Francioni was co-CEO and Spokesman for the Board of Directors of Consors AG, Nuremberg, from 2000 to 2002. Between 1993 and 2000 he held various management positions with Deutsche Börse AG, of which from 1999 to 2000 as Deputy CEO. From 1992 to 1993 he served in the corporate finance division of Hoffmann-La Roche, Basel. Before that he worked for several years for Association Tripartite Bourses and from 1985 to 1988 for the former Credit Suisse, holding positions in the equity sales and legal departments. He started his professional career in 1981 in the commerce division of Union Bank of Switzerland. Reto Francioni completed his studies in law in 1981 and his PhD in 1987 at the University of Zurich.

Reto Francioni is Chairman of the Supervisory Board of Clearstream Holding AG and Deputy Chairman of the Supervisory Boards of Eurex Clearing AG and Eurex Frankfurt AG. He is Chairman of the Board of Directors of Clearstream International S.A. and on the board of Eurex Zürich AG. Reto Francioni is Vice President of Deutsches Aktieninstitut, member of the Board of Trustees of Goethe Business School and on the Advisory Boards of Instituto de Empresa and Moscow International Financial Center. He is a member of the Shanghai International Financial Advisory Committee and of the Strategic Advisory Group of VHV Insurance. Reto Francioni is a Swiss 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 general or specific pre-approval by the Audit Committee. Ernst & Young Ltd., Basel, further confirms that it did not provide, in the period from 1 January to 31 December 2012, any services for UBS AG prohibited by the US Securities and Exchange Commission (SEC) for a company’s principal auditor.

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 2012.