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.