Record of resolutions of the Annual General Meeting of UBS AG, held in the St. Jakobshalle, Basel, at 2.30 p.m. on Thursday, 15 April 2004.

Formal matters

Chairman: Marcel Ospel, Chairman of the Board of Directors
Minutes: Gertrud Erismann-Peyer, Secretary to the Board of Directors

Notary providing official certification of the passed resolution in respect of the amendment to the Articles of Association: Andreas Rebsamen, Notary, Arlesheim

Vote count: BDO Visura, Solothurn

Independent proxy pursuant to Art. 689c of the Swiss Code of Obligations: Fiduciary company Altorfer Duss & Beilstein, Zurich.

Group and Statutory Auditors, also acting as qualified auditors in respect of the proposed capital reduction: Ernst & Young AG, Basel, represented by Roger Perkin and Peter Heckendorn.

The Invitation to the Annual General Meeting was published in the Swiss Commercial Gazette and various daily newspapers on 17 March 2004. In addition, printed copies of the invitation were sent to shareholders listed in the Share Register.
As such the Annual General Meeting was quorate.
No requests for including items on the agenda were received from shareholders pursuant to Art. 699 para. 3 of the Swiss Code of Obligations and Article 12 of the Articles of Association of UBS.
Voting on all items on the agenda was carried out electronically.

Attendance:
At 2.39 p.m., 2,439 shareholders were present, representing 315,369,722 votes (54.41% of shares with voting rights). Votes were represented as follows:

Details

Details

Votes

Votes

Details

Independent proxy

Votes

29,052,590 votes

Details

Corporate proxy

Votes

214,165,525 votes

Details

Custody proxy

Votes

59,757,834 votes

Details

In its capacity as corporate and custody proxy, UBS represented a total of

Votes

273,923,359 votes

Annual Report, Group and Parent Company Accounts for 2003, Reports of the Group and Statutory Auditors

The Board of Directors proposed that the Annual Report, Group and Parent Company Accounts be approved.

The Chairman noted that Ernst & Young Ltd. as Group and Statutory Auditors had recommended - without qualification - that the Group Accounts and Annual Accounts be approved.

In the detailed discussion which followed, the questions raised related primarily to the compensation awarded to senior executives. Numerous suggestions were made and it was also proposed that the Annual Report and Annual Accounts be rejected. However, no motions were submitted which required to be voted on specifically.

Equally, no formal motions were submitted during the discussion on the "Interhandel / I.G. Farben in Liquidation" issue.

The Annual General Meeting approved the Annual Report, Group and Parent Company Accounts for 2003, with the voting being as follows:

Details

Details

Votes

Votes

Details

Votes cast

Votes

314,708,192

Details

Absolute majority

Votes

139,972,192

Details

Votes in favour

Votes

312,922,475

Details

Votes against

Votes

360,978

Details

Abstentions

Votes

1,424,739

Approriation of retained earnings, Dividend for financial year 2003

The Board of Directors proposed that the Parent Company profit for 2003 be appropriated as follows:

Details

Details

Ammount

Ammount

Details

Allocation to General statutory reserves

Ammount

CHF 288 million

Details

Proposed dividend (CHF 2.60 per share)

Ammount

CHF 2,929 million

Details

Allocation to Other reserves

Ammount

CHF 980 million

None of the shareholders requested the opportunity to speak. The Annual General Meeting approved the proposed appropriation of retained earnings, with the voting being as follows:

Details

Details

Votes

Votes

Details

Votes cast

Votes

314,692,343

Details

Absolute majority

Votes

157,346,172

Details

Votes in favour

Votes

313,846,320

Details

Votes against

Votes

272,580

Details

Abstentions

Votes

573,443

The dividend of CHF 1.69 net per share (after deduction of 35% Swiss federal withholding tax) would be paid out on 20 April 2004 to all shareholders holding UBS shares on 15 April.

Discharge of the member of the Board of Directors and the Group Executive Board

The Board of Directors proposed that discharge be granted to the members of the Board of Directors and the Group Executive Board for the financial year 2003.

No formal motions were submitted during the discussion, in which only a single participant spoke.

The Annual General Meeting granted discharge to the Board of Directors and the Group Executive Board, with the voting being as follows (the members of the Board of Directors and the Group Executive Board not being entitled to vote):

Details

Details

Votes

Votes

Details

Votes cast

Votes

313,430,659

Details

Absolute majority

Votes

156,715,330

Details

Votes in favour

Votes

307,822,745

Details

Votes against

Votes

1,281,451

Details

Abstentions

Votes

4,326,463

Item 4.1. Re-election to the Board of Directors

The Board of Directors proposed that Sir Peter Davis, whose term of office expired at the AGM, be re-elected as a non-executive member of the Board of Directors for a further three-year term.

None of those present requested the opportunity to speak. The Annual General Meeting re-elected Sir Peter Davis, with the voting being as follows:

4.1.1. Sir Peter Davis

Details

Details

Votes

Votes

Details

Votes cast

Votes

314,581,407

Details

Absolute majority

Votes

157,290,704

Details

Votes in favour

Votes

312,174,114

Details

Votes against

Votes

1,093,134

Details

Abstentions

Votes

1,314,159

Item 4.2. Election of new Board members

The Board of Directors proposed that Stephan Haeringer (a Swiss citizen) be elected to the Board as an executive member, and that Helmut Panke (a German citizen) and Peter Spuhler (a Swiss citizen) be elected as non-executive members, each for a period of three years.

None of those present requested the opportunity to speak. The Annual General Meeting approved the nominations, with the voting being as follows:

4.2.1. Stephan Haeringer

Details

Details

Votes

Votes

Details

Votes cast

Votes

314,433,812

Details

Absolute majority

Votes

157,216,907

Details

Votes in favour

Votes

309,164,779

Details

Votes against

Votes

3,572,781

Details

Abstentions

Votes

1,696,252

4.2.2. Helmut Panke

Details

Details

Votes

Votes

Details

Votes cast

Votes

314,415,766

Details

Absolute majority

Votes

157,207,884

Details

Votes in favour

Votes

311,578,682

Details

Votes against

Votes

1,201,260

Details

Abstentions

Votes

1,635,824

4.2.3. Peter Spuhler

Details

Details

Votes

Votes

Details

Votes cast

Votes

314,467,856

Details

Absolute majority

Votes

157,233,929

Details

Votes in favour

Votes

311,789,398

Details

Votes against

Votes

1,237,880

Details

Abstentions

Votes

1,440,578

Item 4.3. Election of Group and Statutory Auditors

Upon a motion from the Board of Directors, and based on the recommendation of the Audit Committee, the Annual General Meeting elected Ernst & Young Ltd., Basel for a further one-year term of office as Group and Statutory Auditors, the voting being as follows:

Details

Details

Votes

Votes

Details

Votes cast

Votes

314,263,225

Details

Absolute majority

Votes

157,131,613

Details

Votes in favour

Votes

312,379,801

Details

Votes against

Votes

662,345

Details

Abstentions

Votes

1,221,079

Item 5: Capital reduction

Item 5.1.

Cancellation of shares repurchased under the 2003/2004 share buyback program and respective amendment of Article 4 of the Articles of Association

The Board of Directors proposed that the 59,482,000 shares repurchased under the buyback program approved by the 2003 AGM be cancelled and the share capital of the Corporation be accordingly reduced by CHF 47,585,600. Ernst & Young as Statutory Auditors confirmed to the AGM that in their assessment, the claims of creditors will be fully covered even after the reduction in share capital and that the Bank has adequate liquidity.

The Annual General Meeting approved the cancellation of the shares and the respective amendment to the Articles of Association, the voting being as follows:

Details

Details

Votes

Votes

Details

Votes cast

Votes

313,951,581

Details

Absolute majority

Votes

156,975,791

Details

Votes in favour

Votes

312,372,720

Details

Votes against

Votes

573,756

Details

Abstentions

Votes

1,005,105

Following this resolution, Article 4 (Share capital) of the Articles of Association reads as follows:
1
The share capital of the Corporation is CHF 898,851,811.20 (eight hundred and ninety-eight million, eight hundred and fifty-one thousand, eight hundred and eleven Swiss francs and twenty centimes), divided into 1,123,564,764 registered shares with a par value of CHF 0.80 each. The share capital is fully paid up.

Paragraph 2 is unchanged.

The notary, Andreas Rebsamen, would officially certify this amendment to the Articles of Association.