Extraordinary General Meeting 27 Feb 08

A. Request for information

Prior to the Extraordinary General Meeting UBS received a number of questions in writing from Ethos and Pictet Funds SA. These two shareholders also submitted requests for information regarding the impact of the turbulence in the US mortgage market on UBS. The Chairman stated that a detailed response to these questions had been issued by UBS in an extensive paper that has been available since 14 February 2008 on the UBS homepage. This paper also contains comments by UBS's auditors. Although item 1.A. was an item that did not include a specific proposal and for which no voting was required, the chairman opened the discussion. As 51 participants had registered for this item alone, the Chairman decided to limit speaking time to 5 minutes per participant. In a lengthy discussion period, questions regarding accountability for the large amount of writedowns and the high compensation of UBS employees were once again raised . After over three hours of what at times was a passionate debate, a shareholder proposed that the discussion be terminated as no new statements were being made. On a show of hands this proposal was overwhelmingly accepted.

B. Proposal by Ethos for a special audit

Ethos and Pictet requested that a special audit be performed. The representatives of Ethos and Pictet present at the meeting were asked whether they would withdraw the proposal made for a special audit in light of the aforementioned comprehensive response or whether the proposal for the special audit would stand. Ethos and Pictet did not withdraw the proposal and they were therefore asked to disclose the scope of the proposal for a special audit and to add this to the minutes. Dominique Biedermann retained all ten questions submitted on 18 December 2007.

The Board of Directors proposed that the proposal for the performance of a special audit be rejected.

The General Meeting rejected the proposal by Ethos and Pictet, with the voting being as follows:

The Board of Directors proposed that the cash dividend for the 2007 financial year be replaced by a share dividend. The Chairman gave details of this share dividend. In order to cover the proposed share dividend, the Board of Directors proposed the creation of authorized capital, totaling no more than 5% of the current share capital of UBS. The Chairman then opened the discussion.

This item was largely undisputed. A small number of voters regretted the dilution and expressed hope that a cash dividend will once again be paid out next year.

The General Meeting approved the share dividend and the creation of authorized capital.

Following this resolution Article 4b (new) is as follows:

Authorized share capital The Board of Directors shall be authorized, at any time until 27 February 2010, to increase the share capital by a maximum of CHF 10,370,000 through the issuance of a maximum of 103,700,000 fully paid registered shares with a par value of CHF 0.10 each. The shareholders shall be granted subscription rights for the acquisition of new shares in proportion to their shareholdings. The Board of Directors shall be authorized to determine the particulars of the exercise of the subscription rights. Subscription rights that have not been exercised will be used as the Board of Directors determines to be in the interest of the Corporation. The Board of Directors is entitled to issue these shares in partial amounts. The Board of Directors shall determine the date of issue of the new shares. The issue price of the new shares is CHF 0.10 and the contribution for the new shares shall be made by converting into share capital freely available reserves in a maximum amount of CHF 10,370,000. The new shares shall be entitled to dividends from the financial year in which they are issued. The subscription and acquisition of the new shares, as well as any subsequent transfer of the shares, are subject to the registration requirements set out in Article 5 of these Articles of Association.

The notary, Dr Matthias Staehelin, Münchenstein, will certify this resolution to amend the Articles of Association.

UBS plans to issue a mandatory convertible note worth CHF 13 billion to two long-term investors, who are obliged to subscribe to CHF 11 billion and CHF 2 billion respectively. The proceeds from the issue will be assigned to UBS's Tier 1 capital. The Chairman explained in detail the options considered for strengthening UBS's capital base and the considerations involved in the Board of Directors' proposal.

So that sufficient equity can be delivered to the two investors at the time the note is converted into shares, the Board of Directors proposed the creation of conditional capital totaling no more than CHF 27,775,000.

As an alternative to the creation of conditional capital, Profond proposed that UBS carry out an ordinary capital increase that would give existing shareholders subscription rights (a rights issue), which would provide proceeds of some CHF 13 billion.

The Board of Directors recommended that Profond's proposal be rejected and opened the discussion on item 3 by giving the floor to the representatives from the pension fund Profond. Herbert Brändli complained that the capital increase was being made without giving subscription rights to all shareholders. He did not accept the argument put forward by the Board of Directors that the timeframe, the scope of the capital increase and the firm commitment of the two investors were the key factors in deciding upon its chosen course.

In the lengthy discussion that followed, it was repeatedly highlighted that Société Générale was able to carry out a capital increase with subscription rights for all shareholders within a shorter timeframe. The Board of Directors stated that this was because Société Générale is supervised by the French stock market regulator, which imposes other, less strict conditions than those which apply to UBS. Another issue that was discussed again was the identity of the second long-term investor. Finally, a number of participants in the discussion noted that at the current share price, the terms of the MCN were beneficial for existing shareholders. As points were increasingly being repeated, a shareholder proposed that the discussion be terminated. On a show of hands this proposal was overwhelmingly accepted.

The General Meeting then voted on the Board of Directors' proposal to issue the mandatory convertible note and the creation of conditional capital and approved this proposal, with the voting being as follows:

Following this resolution Article 4a para. 3 (new) of the Articles of Association is as follows:

Mandatory Convertible Note
The share capital will be increased by a maximum of CHF 27,775,000 through the issuance of a maximum of 277,750,000 fully paid registered shares with a par value of CHF 0.10 each upon voluntary and mandatory of the 9% mandatory convertible notes due 2010 ("MCN") to be issued by the Corporation or one of its subsidiaries to one or several long-term financial investors. The conditions of the conversion rights under the MCN shall be determined by the Board of Directors.
The advance subscription right and the pre-emptive right of the shareholders shall be excluded in connection with the issuance of the MCN and upon voluntary or mandatory conversion of the MCN in favor of the MCN holders. The issue price of the registered shares to be issued upon voluntary or mandatory conversion of the MCN will be determined by reference to the respective market price of the registered shares at the time of (i) the public announcement of the MCN, (ii) the shareholders' approval of this Article 4a para. 3, and (iii) the conversion of the MCN. The voluntary or mandatory conversion of the MCN is to occur within a period of two years after the issuance of the MCN.
The acquisition of shares upon voluntary or mandatory conversion of the MCN as well as any subsequent transfer of the shares are subject to the registration requirements set out in Article 5 of these Articles of Association.
The notary, Dr Matthias Staehelin, Münchenstein, will certify this resolution to amend the Articles of Association.

As the General Meeting approved the Board of Directors' proposal, the alternative proposal by Profond was not voted upon given the two proposals are mutually exclusive.

A shareholder requested a special audit of the voting on item 1, the application by Ethos for a special audit, at the Extraordinary General Meeting.

The Board of Directors proposed that the application for the performance of a special audit be declined.

The meeting closed at 5.05 p.m.

Zurich, 27 February 2008

On behalf of the Board of Directors:

Marcel Ospel, Chairman
Luzius Cameron, Company secretary