Record of resolutions of the Annual General Meeting of UBS AG, held in the St. Jakobshalle, Basel, at 2.30 p.m. on Wednesday, 19 April 2006.

Formal matters

Chairman: Marcel Ospel, Chairman of the Board of Directors
Minutes: Luzius Cameron, Secretary to the Board of Directors

Notary providing official certification of the passed resolution in respect of the amendment to the Articles of Association: Dr. A. Rebsamen, Notary, Arlesheim BL

Vote count: BDO Visura, Solothurn

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

Group and Statutory Auditors, also acting as qualified auditors in respect of the proposed capital reduction: Ernst & Young Ltd., Basel, represented by Andrew McIntyre and Andreas Blumer.

The Invitation to the Annual General Meeting was published in the Swiss Commercial Gazette and various daily newspapers on 22 Mach 2006. 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 2.31 p.m., 2'311 shareholders were present, representing 242'545'009 votes (41.75% of shares with voting rights). Votes were represented as follows:

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Votes

Votes

Details

Independent proxy

Votes

31,752,315 

Details

Corporate proxy

Votes

168,244,763 

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Custody proxy

Votes

31,552,455 

Details

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

Votes

199,780,031 

Annual Report, Group and Parent Company Accounts for 2005, Reports of the Group and Statutory Auditors

The Board of Directors proposed that the Annual Report, Group and Parent Company Accounts 2005 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, a strong focus was on compensation for senior executives, and a number of proposals / motions were submitted including the motion to reject the annual report / annual accounts. The formal motion was submitted by a shareholder to reduce compensation of Marcel Ospel as well as the top management by 50 % and to increase the dividend payout respectively. The motion, however, was rejected as no official inclusion on the agenda was requested beforehand and the determination of the compensation is not in the competence of the shareholders' meeting.

The Annual General Meeting approved the Annual Report, Group and Parent Company Accounts for 2005, with the voting being as follows:

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Votes

Votes

Details

Votes cast

Votes

245,315,885

Details

Absolute majority

Votes

122,657,943

Details

Votes in favour

Votes

242'776'981

Details

Votes against

Votes

1'362'909

Details

Abstentions

Votes

1'175'995

Appropriation of retained earnings, Dividend for financial year 2005

The Board of Directors proposed that the Parent Company profit for 2005 be appropriated as follows:

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Amount

Amount

Details

Appropriation to general statutory reserves

Amount

CHF 334 million

Details

Proposed dividends (CHF 3.20 per share) *

Amount

CHF 3,375 million

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Appropriation to other reserves

Amount

CHF 9,788 million

In the discussion during which only one shareholder requested to speak, it was proposed that the Board consider to contribute 0.5 % of the profit in favour of handicapped people when proposing the appropriation of next year's annual profit (at the expense of the allocation to other reserves). He does, however, not submit a formal motion.

The Annual General Meeting approved the proposed appropriation of retained earnings, with the voting being as follows:

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Votes

Votes

Details

Votes cast

Votes

245,004,850

Details

Absolute majority

Votes

122,502,426

Details

Votes in favour

Votes

243,349,132

Details

Votes against

Votes

1,107,156

Details

Abstentions

Votes

548,562

The dividend of CHF 2.08 net per share (after deduction of 35% Swiss federal withholding tax) will be paid out on 24 April 2006 to all shareholders holding UBS shares on 19 April 2006. No dividend is paid for shares held by UBS AG.

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 2005.

One shareholder raises his voice against granting discharge to the members of the Board of Directors and the Group Executive Board.

The Annual General Meeting grants 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):

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Votes

Votes

Details

Votes cast

Votes

242,558,510

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Absolute majority

Votes

121,279,256

Details

Votes in favour

Votes

239,524,164

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Votes against

Votes

1,770,684

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Abstentions

Votes

1,263,662

Elections

Item 4.1. 
Re-election to the Board of Directors

4.1.1. Rolf A. Meyer

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

One shareholder proposed to reject the re-election of Rolf A. Meyer. 

The Annual General Meeting re-elected Rolf A. Meyer, with the voting being as follows:

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Votes

Votes

Details

Votes cast

Votes

244,937,733

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Absolute majority

Votes

122,468,867

Details

Votes in favour

Votes

240,993,532

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Votes against

Votes

2,745,900

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Abstentions

Votes

1,198,301

4.1.2. Ernesto Bertarelli

The Board of Directors proposed that Ernesto Bertarelli, whose term of office expired at the AGM, be re-elected as 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 Ernesto Bertarelli, with the voting being as follows:

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Votes

Votes

Details

Votes cast

Votes

244'931'875

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Absolute majority

Votes

122'465'938

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Votes in favour

Votes

239'510'659

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Votes against

Votes

4'153'075

Details

Abstentions

Votes

1'268'141

At this Annual General Meeting the term of office of Peter Böckli, non-executive Vice-Chairman of the Board of Directors expired. As he reached retirement age, he did not stand for re-election.

Item 4.2.
Election of new Board members

The Board of Directors proposed that Gabrielle Kaufmann-Kohler (a Swiss citizen) as well as Joerg Wolle (a German citizen) be elected as non-executive members, each for a period of three years.

The Annual General Meeting approved the nominations, with the voting being as follows:

4.2.1. Gabrielle Kaufmann-Kohler

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Votes

Votes

Details

Votes

Votes

244'932'165

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Absolute majority

Votes

122'466'083

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Votes in favour

Votes

242'650'729

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Votes against

Votes

1'102'682

Details

Abstentions

Votes

1'178'754

4.2.2. Joerg Wolle

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Votes

Votes

Details

Votes cast

Votes

244,883,236

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Absolute majority

Votes

122,441,619

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Votes in favour

Votes

242,330,970

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Votes against

Votes

1,209,232

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Abstentions

Votes

1,343,034

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 Statuary Auditors, the voting being as follows:

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Votes

Votes

Details

Votes cast

Votes

244'780'134

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Absolute majority

Votes

122'390'068

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Votes in favour

Votes

243'568'962

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Votes against

Votes

558'914

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Abstentions

Votes

652'258

Item 4.4.
Election of the Special Auditors

Upon a motion from the Board of Directors, and based on the recommendation of the Audit Committee, the Annual General Meeting elected BDO Visura, Zurich - who accepted the mandate - with the following votings, were elected for a three-year term of office as Special Auditors:

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Votes

Votes

Details

Votes cast

Votes

244'641'444

Details

Absolute majority

Votes

122'320'723

Details

Votes in favour

Votes

243'449'817

Details

Votes against

Votes

344'923

Details

Abstentions

Votes

846'704

Deloitte Ltd., Basel's term of office as Special Auditors expired at this Annual General Meeting.

Capital Reduction, Share Buyback Program, Par Value Repayment and Share Split

Item 5.1.
Cancellation of Shares Repurchased under the 2005/2006 Share Buyback Program

The Board of Directors proposed that the 37'100'000 shares repurchased under the buyback program approved by the 2005 AGM be cancelled and the share capital of the Corporation be accordingly reduced by CHF 29'680'000.00. Ernst & Young Ltd. 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, the voting being as follows:

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Votes

Votes

Details

Votes cast

Votes

244,811,377

Details

Absolute majority

Votes

122,405,689

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Votes in favour

Votes

243,375,994

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Votes against

Votes

767,555

Details

Abstentions

Votes

667,828

The Articles of Association will be amended accordingly under item 5.5.

Item 5.2.
Approval of a New Share Buyback Program for 2006/2007

The Board of Directors proposed that the following resolution be passed: "The Board of Directors is hereby authorized to buy back a maximum amount of CHF 5 billion in UBS shares via a second trading line on virt-x. These shares are to be cancelled definitively and are thus not subject to the 10% threshold for UBS's "own shares" within the meaning of Article 659 of the Swiss Code of Obligations. The necessary amendment of the Articles of Association (reduction of share capital) shall be submitted to the Annual General Meeting in 2007 for approval."

None of those present requested the opportunity to speak. The Annual General Meeting approved the implementation of the proposed 2006/2007 share buyback program, the voting being as follows:

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Votes

Votes

Details

Votes cast

Votes

244,800,138

Details

Absolute majority

Votes

122,400,070

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Votes in favour

Votes

241,676,167

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Votes against

Votes

2,412,182

Details

Abstentions

Votes

711,789

Item 5.3.
One-time Payout in the Form of a Par Value Repayment

The Board of Directors proposed that, in addition to the distribution of a dividend, a par value repayment in the amount of CHF 0.60 per issued share be made for the year 2005. The par value of treasury shares held by UBS AG on the record date will also be reduced by CHF 0.60 per share. However, these shares are not ranking for the par value repayment.

None of those present requested the opportunity to speak. The Annual General Meeting approved the implementation of a par value repayment, the voting being as follows:

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Details

Votes

Votes

Details

Votes cast

Votes

244,772,570

Details

Absolute majority

Votes

122,386,286

Details

Votes in favour

Votes

243,493,658

Details

Votes against

Votes

752,305

Details

Abstentions

Votes

526,607

Article 4 para. 1 and 4a of the Articles of Association will be amended accordingly under item 5.5.

Item 5.4.
Share Split

The Board of Directors proposed that upon completion of the capital reduction and the par value repayment, the par value of the then issued shares be split at a 1:2 ratio and that the number of shares be increased accordingly.

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

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Details

Votes

Votes

Details

Votes cast

Votes

244,700,252

Details

Absolute majority

Votes

122,350,127

Details

Votes in favour

Votes

242,693,766

Details

Votes against

Votes

1,423,801

Details

Abstentions

Votes

582,685

Article 4 para. 1 and 4a of the Articles of Association will be amended accordingly under item 5.5.

Item 5.5.
Amendments to the Articles of Association

5.5.1. Amendments to Art. 4 para. 1 and Art. 4a of the Articles of Association

The Annual General Meeting approved the proposals of the Board of Directors set forth in Agenda Items 5.1, 5.3, and 5.4. The Board of Directors therefore proposed that Article 4 para. 1 and Article 4a of the Articles of Association be amended as follows:

Article 4 para. 1
The share capital of the Corporation is CHF 210 306 504.40 (two hundred and ten million, three hundred and six thousand, five hundred and four Swiss francs and forty centimes), divided into 2 103 065 044 registered shares with a par value of CHF 0.10 each. The share capital is fully paid up.

Article 4a
Employee stock ownership plan of Paine Webber Group Inc., New York ("PaineWebber")

The share capital will be increased, under exclusion of shareholders' pre-emptive rights, by a maximum of CHF 364 700.20, corresponding to a maximum of 3 647 002 registered shares of CHF 0.10 par value each (which must be fully paid up) through the exercise of option rights granted to the employees of PaineWebber, which were rolled over according to the merger agreement of 12 July 2000. The subscription ratio, time limits and further details were determined by PaineWebber and taken over by UBS AG. The purchase of shares through the exercise of option rights as well as any subsequent transfer of the shares are subject to the registration restrictions set out in Article 5 of these Articles of Association.

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

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Votes

Votes

Details

Votes cast

Votes

244,634,111

Details

Absolute majority

Votes

122,317,056

Details

Votes in favour

Votes

242,863,326

Details

Votes against

Votes

662,048

Details

Abstentions

Votes

1,108,737

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

5.5.2. Reduction of the Threshold Value for Agenda Item Requests (Article 12 para. 1 of the Articles of Association)

The Annual General Meeting approved the Board of Directors' proposal set forth in Agenda Item 5.3. The Board of Directors therefore proposed that Article 12 para. 1 of the Articles of Association be amended as follows:

Article 12 para. 1
Shareholders representing shares with an aggregate par value of CHF 62 500 may submit proposals for matters to be placed on the agenda for consideration by the Annual General Meeting, provided that their proposals are submitted in writing within the deadline published by the Corporation and include the actual motion(s) to be put forward.

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

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Votes

Votes

Details

Votes cast

Votes

244,584,323

Details

Absolute majority

Votes

122,292,162

Details

Votes in favour

Votes

242,749,103

Details

Votes against

Votes

778,939

Details

Abstentions

Votes

1,056,281

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

Creation of Conditional Capital Approval of Article 4a para. 2 of the Articles of Association

Creation of Conditional Capital 
Approval of Article 4a para. 2 of the Articles of Association

The Board of Directors proposed the creation of conditional capital in a maximum amount of CHF 15 000 000 by means of the following addition to the Articles of Association: 

The current Article 4a of the Articles of Association will be renamed Article 4a para. 1 of the Articles of Association. 

Article 4a para. 2 (new) 
Employee participation plan UBS AG 
The share capital may be increased by a maximum of CHF 15 000 000 through the issuance of a maximum of 150 000 000 fully paid registered shares with a par value of CHF 0.10 each upon exercise of employee options issued to employees and members of the management and of the Board of Directors of the Corporation and its subsidiaries. The pre-emptive rights and the advance subscription rights of the shareholders shall be excluded. The issuance of these options to employees and members of the management and of the Boards of Directors of the Corporation and its subsidiaries will take place in accordance with the plan rules issued by the Board of Directors and its Compensation Committee. The acquisition of shares through the exercise of option rights as well as every subsequent transfer of these shares shall be subject to the registration requirements set forth in Article 5 of the Articles of Association. 

In the discussion a shareholder took the opportunity to talk again about to the compensation for senior executives and proposes to reject the motion of the creation of conditional capital. 

The Annual General Meeting approved the creation of conditional capital and the addition to the Articles of Association, the voting being as follows:

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Amount

Amount

Details

Represented votes

Amount

244'866'401

Details

Represented par value

Amount

CHF 195'893'120.80

Details

 

Amount

 

Details

Quorum

Amount

 

Details

2/3 majority of the votes

Amount

163'244'268

Details

Absolute majority of par value

Amount

CHF 97'946'560.80

Details

 

Amount

 

Details

Votes in favour

Amount

182'721'434

Details

Par value in favour

Amount

CHF 146'177'147.20

Details

Votes against (incl. abstentions)

Amount

61'783'746

Details

Par value against (incl. abstentions)

Amount

CHF 49'426'996.80

The notary, Dr. A. Rebsamen, would officially certify this amendment to the Articles of Association. The new Article 4a para. 2 of the Articles of Association shall be recorded in the Commercial Register together with the amendments to the Articles of Association approved under Agenda Item 5.5.

The meeting closed at 6.50 p.m.

Zurich, 24 April 2006

On behalf of the Board of Directors:

Marcel Ospel
Chairman

Luzius Cameron
Company Secretary