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Disclosure of shareholdings as of 27 February 2008 (1)
Based on article 20 of the Federal Act on Stock Exchanges and Securities Trading (SESTA) UBS AG, Bahnhofstrasse 45, 8098 Zurich, received the following information from the Government of Singapore Investment Corporation Pte. Ltd. ("GIC"), 168 Robinson Road, #37-01, Capital Tower, Singapore 068912, for publication:
As of 27 February 2008 the Government of Singapore, 100 High Street, #10-01, The Treasury, Singapore 179434, indirectly through its subsidiary GIC, held a stake of 9.544% of acquisition positions (proportion of voting rights) relating to registered shares of UBS AG. These positions comprise 8,316,717 (0.358%) registered shares of UBS AG, with voting rights, and the right to acquire conversion rights on 213,675,213 (9.186%, both figures excluding dilution from the stock dividend) registered shares of UBS AG in the form of mandatory convertible notes ("Mandatory Convertible Notes") on 5 March 2008.
By recommendation of the Disclosure Office of the SWX Swiss Exchange dated 30 January 2008, the Government of Singapore was granted an exemption to the effect that the basis of the present calculation of the proportion of voting rights may be the share capital currently recorded in the Commercial Register plus the maximal number of registered shares of UBS AG to be issued upon the future conversion of the Mandatory Convertible Notes in the aggregate amount of CHF 13 billion, being a total number of 2,326,072,597 registered shares (figure excluding dilution from stock dividend).
Based on the maximum number of shares to be issued under the Mandatory Convertible Notes and taking into account the shares to be issued in connection with the stock dividend, GIC, as a result of the conversion, would hold approximately 8.8% of UBS's shares.
GIC is wholly owned by the Government of Singapore and manages the reserves of Singapore. It acts as fund manager of the Government of Singapore, the Monetary Authority of Singapore and MND Holdings (Private) Limited. The shares already held for the latter legal entities are included in the reported positions.
The notification obligation was triggered by a Letter Agreement dated 9 December 2007 between GIC and UBS AG and regarding the purchase by GIC of the Mandatory Convertible Notes in the amount of CHF 11 billion. In its recommendation dated 30 January 2008 the Disclosure Office of the SWX Swiss Exchange granted an adjournment of the notification.
The Mandatory Convertible Notes have the following terms:
UBS Convertible Securities (Jersey) Ltd.
Conditional capital created at the extraordinary general meeting of UBS AG of 27 February 2008
Minimum Conversion Price:
100% of the Reference Price
Maximum Conversion Price:
117% of the Reference Price
Mandatory Conversion at Maturity:
Notes redeemed through conversion into shares. Conversion ratio applicable at maturity will be:
if the share price is at or below the Minimum Conversion Price, the par value divided by the Minimum Conversion Price;
if the share price is at or above the Maximum Conversion Price, the par value divided by the Maximum Conversion Price;
if the share price is between the Minimum and Maximum Conversion Price, the par value divided by the share price.
2 years (early conversion possible under certain circumstances)
9% p.a. (payable annually)
Responsible contact persons:
Celina Chua, Seah Wan Hoon, GIC,
Telephones: 6889 8503 / 6889 8661 fax: 6889 8756 / 6889 8873