Ad hoc releases
Annual General Meeting of UBS AG
At the Annual General Meeting held on April 19, 2006, the shareholders of UBS approved the dividend of CHF 3.20 per share proposed by the Board of Directors. They also elected two new members - Gabrielle Kaufmann-Kohler and Jürg Wolle - to the Board of Directors and re-elected both Rolf A. Meyer and Ernesto Bertarelli to their respective offices for another three years. UBS shareholders approved the creation of conditional capital. The Annual General Meeting was attended by 2311 shareholders, representing 242,545,009 votes.
At the Annual General Meeting (AGM) held on April 19, 2006, the shareholders of UBS AG approved the Annual Report and Group Financial Statements for 2005 and granted discharge to the members of the Board of Directors and Group Executive Board.
Elections to the Board of Directors
The 2006 AGM marked the end of Peter Böckli's term of office as non-executive Vice Chairman of the Board of Directors, a post he had held since 2002 and gave up after reaching the maximum age limit.
The AGM elected both proposed new candidates to the Board of Directors for a three-year term. Gabrielle Kaufmann-Kohler, partner at the law firm Schellenberg Wittmer and a professor of international private law at the University of Geneva, becomes a non-executive member, as does Jörg Wolle, Chairman and CEO of DKSH Holding Ltd.
The directorial mandates of Rolf A. Meyer and Ernesto Bertarelli, Chief Executive Officer of Serono International SA in Geneva, were confirmed for a further three-year term.
Dividend of CHF 3.20
UBS shareholders approved the dividend of CHF 3.20 per share proposed for the 2005 financial year. The 7% year-on-year increase reflects the good results for 2005 and the bank's policy of returning cash not needed for operations to shareholders in the form of dividends and via buybacks of shares for cancellation.
The dividend will be distributed on April 24 to all shareholders holding shares on April 19. Starting April 20, UBS shares will be traded ex-dividend.
Par value repayment and share split
The shareholders additionally gave their approval for a par value repayment in the amount of CHF 0.60 per issued share. The purpose of this one-time, tax-privileged payout is to give UBS shareholders a share in the extraordinary income from the sale of the private banks & GAM to Julius Baer.
The Board of Directors' proposal to carry out a two-for-one split of outstanding shares, thereby halving the par value per share and doubling the number of shares in circulation, was also approved.
Share capital reduction, new buyback program
As part of the 2005/2006 share buyback program, UBS bought back a total of 37,100,000 shares, worth some CHF 2.5 billion, via a second trading line on the SWX Swiss Exchange. The AGM approved the definitive cancellation of these shares and the corresponding reduction in share capital.
It also agreed to a new 2006/2007 buyback program, again with a view to reducing share capital. How far the maximum approved sum of CHF 5 billion is used will depend on how much free capital is used for investments to support the growth of the bank's core businesses.
Creation of conditional capital
The shareholders voted in favor of creating conditional capital in the amount of up to CHF 15 million. This will be used for future option awards to employees and executive members of the Board of Directors. Until now, these options were serviced with treasury shares. The creation of conditional capital increases UBS's flexibility to manage its capital.
UBS at the service of clients, shareholders, and society
In his address as Chairman, Marcel Ospel talked about the bank's relationship with its clients and shareholders and with society at large. A service company such as a UBS, he said, can only be successful over the long term if it continually strives to balance the interests of its key stakeholders, a fundamental principle that is firmly rooted in the UBS Vision and Values and is expressed succinctly by the current advertising slogan "You & Us".
All the bank's efforts, Ospel explained, are geared to its clients' success. This requires first-class advice, innovative products and services, and - in view of the market's rapid evolution - a strategic long-term view on the part of the Group Executive Board.
According to the Chairman, there are close ties between UBS clients and UBS shareholders. In fact, about 65% of shareholders are also clients. Ospel explained, "People who have good experiences as clients may well want to benefit from an investment in the bank. And people who are rewarded with high returns as investors might choose to trust their other financial affairs to us as well."
Concerning the bank's social commitments, the Chairman noted that these have long since become an integral part of the corporate culture, identity, and business practices of UBS. Corporate responsibility, he said, has many facets, ranging from equality for all employees to environmentally friendly production processes, funding for charitable projects, concerted efforts to combat money laundering and the financing of terrorism, and sustainable investment opportunities for clients.
Successful business model - successful employees
Group CEO Peter Wuffli gave some background concerning the bank's business success and the impressive performance of its share price. He said that the integrated business model allows UBS to meet its clients' growing demands for tailored solutions and structured products thanks to strong partnerships that span geographical and organizational boundaries. At the same time, he added, UBS is able to anticipate broader trends within the financial sector more effectively and enhance the efficiency of its internal processes.
To put this ambitious business strategy into practice, he said, UBS needs highly qualified staff. "We can only recruit, motivate, and develop the best employees if we can offer them an attractive corporate culture featuring a performance-based environment based on the will to learn and the desire for success in a spirit of partnership," noted the CEO.
Peter Wuffli promised shareholders that UBS will not rest on its laurels but will seize the opportunity its currently outstanding position provides for continued success going forward.
Basel, April 19, 2006
The speeches by Marcel Ospel, Chairman of the Board of Directors, and Peter Wuffli, CEO, can be found on the Internet at www.ubs.com/media or www.ubs.com/agm.