Annual General Meeting of UBS
At the UBS AGM of 15 April, shareholders approved the increased dividend of CHF 2.60 as recommended by the Board of Directors. They also approved the appointment of three new members to the Board of Directors - Stephan Haeringer, Helmut Panke and Peter Spuhler - and re-elected Sir Peter Davis to the board for a further term of three years. 2,439 shareholders attended the AGM, representing 315,369,722 votes.
At the Annual General Meeting of 15 April, the shareholders of UBS approved the annual report and consolidated accounts for 2003 and granted discharge to the members of the Board of Directors and the Group Executive Board.
Board of Directors: new elections
The AGM elected all the proposed candidates to the Board of Directors for a three-year term. Stephan Haeringer, formerly Deputy CEO, was elected as a executive member of the Board of Directors. Helmut Panke and Peter Spuhler were elected as independent, non-executive members of the Board of Directors. Helmut Panke, a German citizen, is Chairman of the Board of Management of BMW AG. Peter Spuhler, a Swiss citizen, is the owner of Stadler Rail AG in Canton Thurgau, Switzerland. Sir Peter Davis, a member of the Board of Directors since 2001, was re-elected for a further term of three years. Two members stepped down from the Board of Directors at this AGM. As previously announced, Johannes A. de Gier has resigned from the Board in order to focus on his role as Chairman of the holding company for the five UBS independent private banks and GAM. Hans Peter Ming has reached the statutory retirement age and retires from the Board of Directors after completing his term of office. The UBS Board of Directors now has ten members - seven Swiss citizens, one UK citizen, one US citizen, and one German citizen.
Dividend increased to CHF 2.60
The AGM approved the dividend of CHF 2.60 per share recommended by the Board of Directors. The 30% increase in the dividend over the previous year reflects the excellent business results and also the confidence of senior management in the sustainable success of UBS. The dividend payment will be made on 20 April to shareholders of record on 15 April. The UBS share will be traded ex-dividend from 16 April.
Capital reduction and new share repurchase program
Via its second trading line on the Swiss Stock Exchange (SWX), UBS bought back a total of 59,482,000 shares worth about CHF 4.5 billion in the course of its repurchase program last year. The AGM approved cancellation of these shares and the corresponding 5% reduction
in share capital.
The AGM also approved a new repurchase program, also with the aim of capital reduction. The program allows for shares worth a maximum of CHF 6 billion to be repurchased with a view to increasing capital efficiency while maintaining the firm's strong capitalization. The amendment to the articles of association required for the related capital reduction will be submitted to the 2005 AGM.
Both global and Swiss
UBS is a global enterprise with Swiss roots, said Marcel Ospel, Chairman of the Board of Directors, in his address to the meeting. The firm's global presence and reach allow it to meet the wide-ranging needs of a diverse client base worldwide, he explained. At the same time, UBS's strong position in Switzerland provides the foundation for its global
competitiveness. For this reason, UBS gives the same weight to social and market developments in the international arena as it does to political and economic trends in Switzerland. UBS's compensation policy should also be viewed in the context of its global competitiveness, Ospel said in response to questions from shareholders. UBS aims to be an attractive employer worldwide in order to secure top-quality employees for all its professional and leadership functions at all organisational levels, in all the markets where it operates. Salaries in the financial sector are admittedly high compared to those in other industries, particularly for specialized and leadership functions. "It is therefore essential," concluded Ospel, "that senior management compensation is as closely aligned as possible with the interests of shareholders. We are considering how, in future, we could better show how the compensation process functions in detail."
Focused on the client
In his AGM address, CEO Peter Wuffli commented on UBS's excellent financial results and outlined the strategic initiatives and gains in market share achieved by the businesses in 2003. He also pointed to the factors that are considered vital to the firm's long-term success. The key challenge, he said, is to ensure that the organization stays focused on the interests and needs of the client at all levels and across all businesses. Efficient and competitive structures are an additional success factor, together with a culture of entrepreneurship across all functions.
Zurich / Basel, 15 April 2004
The speeches of Marcel Ospel, Chairman of the Board of Directors, und Peter Wuffli, CEO, are available at www.ubs.com/media or www.ubs.com/agm.