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Change in the UBS Board of Directors
Publication of agenda items for the Annual General Meeting on May 7, 2014 and submission of the amended Articles of Association for shareholders' approval
Rainer-Marc Frey will not stand for re-election to the UBS Board of Directors at the next Annual General Meeting. The Articles of Association of UBS AG amended to implement the new Ordinance Against Excessive Compensation in Listed Stock Corporations and will be submitted to shareholders for their approval.
Zurich/Basel, 01 April 2014 – Due to the weight of his additional professional commitments Rainer-Marc Frey has decided not to seek re-election to the Board of Directors (BoD) of UBS at this year's Annual General Meeting (AGM). Having been elected to the BoD in October 2008, he has served as a member of the Risk Committee and the Human Resources and Compensation Committee. The BoD regrets his decision and thanks him for his valuable contribution.
At the AGM the BoD will propose that shareholders approve amended Articles of Association to implement the new Ordinance Against Excessive Compensation in Listed Stock Corporations (the Ordinance). The Ordinance, enacted by the Federal Council to implement the Minder initiative, entered into force on 1 January 2014, although certain transitional provisions apply. UBS will propose that shareholders vote on the fixed compensation for the Group Executive Board (GEB) for the following financial year, and on compensation for members of the BoD for the period up to the next AGM. However, UBS will propose that the vote on the variable compensation for the GEB be taken based on the results of the preceding financial year. Axel Weber, Chairman of the Board of Directors of UBS: "By taking this course of action we are seeking to ensure that shareholders can make their decisions on the basis of reliable information and of the results actually achieved."
In compliance with the Ordinance, each member of the Human Resources and Compensation Committee will now be subject to annual election at the AGM. Voting on the compensation payable to the BoD and the GEB will be binding, and will take place for the first time at the 2015 AGM.
UBS today published the agenda for the AGM which will be held on 7 May 2014. The agenda items are as follows:
- Annual Report, Group and Parent Bank financial statements for the financial year 2013
1.1. Approval of the Annual Report and Group and Parent Bank financial statements
1.2. Advisory vote on the Compensation Report 2013
- Appropriation of retained earnings and distribution
- Discharge of the members of the Board of Directors and the Group Executive Board for the financial year 2013
- Amendments to the Articles of Association in accordance with the new Ordinance Against Excessive Compensation in Listed Stock Corporations
- Advisory vote on the EU Capital Requirements Directive of 2013 (CRD IV)
6.1. Re-election of members of the Board of Directors
6.1.1. Axel A. Weber as Chairman of the Board of Directors
6.1.2. Michel Demaré
6.1.3. David Sidwell
6.1.4. Reto Francioni
6.1.5. Ann F. Godbehere
6.1.6. Axel P. Lehmann
6.1.7. Helmut Panke
6.1.8. William G. Parrett
6.1.9. Isabelle Romy
6.1.10. Beatrice Weder di Mauro
6.1.11. Joseph Yam
6.2. Election of members of the Human Resources and Compensation Committee
6.2.1. Ann F. Godbehere
6.2.2. Michel Demaré
6.2.3. Helmut Panke
6.2.4. Reto Francioni
6.3. Election of the Independent Proxy, ADB Altorfer Duss & Beilstein AG, Zurich
6.4. Re-election of the auditors, Ernst & Young Ltd, Basel
The invitation to the AGM contains explanations of the agenda items and amendments to the Articles of Association and can be viewed on the UBS website at www.ubs.com/agm. Voting results will also be posted on this webpage during the course of the AGM.
The UBS AG AGM will take place on 7 May 2014 at the Messe Basel, beginning at 10:30 a.m.
Representatives of the media may register to attend the UBS AG AGM by returning the invitation on page four by 30 April 2014 at the latest.
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