Ad hoc releases
UBS AG announces final terms of cash or share dividend
Zurich/Basel, 22 May 2015 – At their Annual General Meeting on 7 May 2015, shareholders of UBS AG approved the distribution of a cash or share (title) dividend ("COTD"). Accordingly, between 8 May 2015 and 21 May 2015, each UBS AG shareholder was able to elect to receive either CHF 0.50 per share in cash or a number of new shares to be determined so as to be of substantially equivalent value to CHF 0.50 per share.
The final conversion factor under the COTD was 40.81 (number of existing shares required for a shareholder of UBS AG to receive one new share in UBS AG). This was based on the reference price of CHF 20.40 which corresponds to today's one-day VWAP (volume weighted average price) of the UBS Group AG share on the SIX Swiss Exchange, as published by Bloomberg. Share elections not corresponding to a multiple of the conversion factor were rounded down, shareholders affected by this rounding down will be compensated in cash accordingly. UBS AG shareholders from whom no valid election was made will receive CHF 0.50 per share in cash. Cash dividends will be paid out of the capital contribution reserve.
UBS Group AG elected to receive shares for 560,999,997 (after rounding down) of the existing UBS AG shares held by it and the remainder in cash. It will therefore receive 13,746,698 new UBS AG shares. Remaining UBS AG shareholders elected to receive shares for 4,115,873 existing shares (after rounding down). As a result, a total of 13,847,553 new UBS AG shares will be issued out of conditional capital under article 4a para. 3 of UBS AG's Articles of Association. These new shares, together with a cash dividend of CHF 1,639,722,522 in total, will be delivered to shareholders of UBS AG on or around 27 May 2015. Further information on the COTD can be found in the shareholder brochure (www.ubs.com/COTD-info).
As announced on 10 March 2015, UBS Group AG has filed a request for a procedure under article 33 of the Swiss Stock Exchange Act (the "SESTA procedure") pursuant to which UBS Group AG seeks to obtain 100% ownership of UBS AG. The aim of the COTD was to reasonably ensure that UBS Group AG holds at least 98% of the registered share capital in UBS AG, irrespective of the manner of calculation, that are required to successfully complete the SESTA procedure, pursuant to which the UBS AG shares of the remaining minority shareholders will be automatically exchanged for UBS Group AG shares. Following receipt of the new UBS AG shares, UBS Group AG (directly or indirectly through UBS AG) will hold more than 98% of the UBS AG share capital as currently registered in the commercial register. UBS expects to successfully conclude the SESTA procedure and delist the shares of UBS AG from the SIX Swiss Exchange in the second half of 2015. After completion of the SESTA procedure, UBS Group AG will hold 100% of UBS AG. Following completion of the acquisition of all UBS AG shares, UBS Group AG intends to distribute a one-time supplementary capital return of CHF 0.25 per share to its shareholders, as approved (and subject to the conditions set) by UBS Group AG shareholders at the Annual General Meeting on 7 May 2015. The record and payment date of the one-time supplementary capital return will be set by the Board of Directors of UBS Group AG, and announced at a later date.
UBS Group AG and UBS AG
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