Record of resolutions of the Extraordinary General Meeting of UBS AG, held in the St. Jakobshalle, Basel, on Thursday, 2 October 2008, at 10.30 a.m.

Formal matters

Chairman: Peter Kurer, Chairman of the Board of Directors
Minutes: Luzius Cameron, Secretary to the Board of Directors

Notary providing official certification of the resolutions passed in respect of amendments to the Articles of Association: Dr Matthias Staehelin, Münchenstein

Vote count: BDO Visura, Solothurn

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

The invitation to the Extraordinary General Meeting was published in the Swiss Commercial Gazette and various daily newspapers on 9 September 2008. In addition, printed copies of the invitation were sent to all shareholders listed in the Share Register.
As such the General Meeting was quorate.

No requests were received from shareholders to be included on the agenda 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 are carried out electronically.

Attendance:
At 10.30 a.m. 2,372 shareholders are present, representing 942,070,054 votes (51.95% of shares with voting rights).

Votes are represented as follows:

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Votes

Votes

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Independent proxy

Votes

508,528,662 

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Corporate proxy

Votes

341,914,461 

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Custody proxy

Votes

78,899,174 

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

Votes

420,813,635 

Status Report of the Board of Directors

On behalf of the Board of Directors the Chairman informs which steps have been taken by the Board of Directors and the Management during the last five months to overcome the various challenges. In addition, he comments in an outlook about the future that the Board of Directors and Management will concentrate in the short term on navigating UBS through the difficult market situation. With regard to the long term outlook he mentions that the vision for UBS consists of three principal elements:

  • The full recovery of UBS's reputation and to be an acknowledged industry leader
  • A full client orientation in each of UBS's businesses
  • The achievement of ambitious and sustainable financial targets

The Chairman's speech can be downloaded on the UBS website under https://www.ubs.com/agm.

The Chairman announces that no decision is made over the Status Report. He, however, opens the discussion. In this discussion 18 speakers ask questions and touch on general subjects concerning possible additional write downs, compensation policy, corporate governance, risk positions and possible dividend payments for this and the coming financial year.

Election of New Members of the Board of Directors

The Board of Directors takes note of the resignation of Stephan Haeringer, Rolf Meyer, Peter Spuhler and Lawrence Weinbach from the Board of Directors of UBS on the day of the Extraordinary General Meeting of the 2 October 2008. The Chairman expresses his gratitude to the resigning Board Members and wishes them all the best for the future.

Item 1.1.: Election of Sally Bott

The Board of Directors proposes that Sally Bott be elected as an independent member to the Board of Directors for a term of office to expire at the 2009 Annual General Meeting. It intends to appoint Sally Bott to the Human Resources and Compensation Committee. Sally Bott introduces herself in a short video portrait.

After the portrait is shown the Chairman opens up the discussion to item 1.1. Six speakers comment generally on the significance of Board Members, on their election, the qualification of the candidate, her introduction as well as the compensation policy.

The General Meeting elects Sally Bott as follows:

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Votes

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Votes cast

Votes

940,372,802

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Absolute majority

Votes

470,186,402

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Votes in favor

Votes

927,025,890

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Votes against

Votes

8,362,422

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Abstentions

Votes

4,984,490

Item 1.2.: Election of Rainer-Marc Frey

The Board of Directors proposes that Rainer-Marc Frey be elected as an independent member of the Board of Directors for a term of office to expire at the 2009 Annual General Meeting. It intends to appoint Rainer-Marc Frey to the Risk Committee and to the Strategy Committee. Rainer-Marc Frey introduces himself in a short video portrait.

After the portrait is shown the Chairman opens up the discussion to the item. No discussion takes place.

The General Meeting elects Rainer-Marc Frey as follows:

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Votes cast

Votes

940,296,987

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Absolute majority

Votes

470,148,494

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Votes in favor

Votes

928,448,987

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Votes against

Votes

7,434,434

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Abstentions

Votes

4,413,566

Item 1.3.: Election of Bruno Gehring

The Board of Directors proposes that Bruno Gehrig be elected as an independent member of the Board of Directors for a term of office to expire at the 2009 Annual General Meeting. It intends to appoint Bruno Gehrig to the Audit Committee. Bruno Gehrig introduces himself in a short video portrait.

After the portrait is shown the Chairman opens up the discussion to the item. No discussion takes place.

The General Meeting elects Bruno Gehrig as follows:

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Votes cast

Votes

940,259,998

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Absolute majority

Votes

470,130,000

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Votes in favor

Votes

929,775,981

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Votes against

Votes

6,313,494

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Abstentions

Votes

4,170,523

Item 1.4.: Election of William G. Parrett

The Board of Directors proposes that William G. Parrett be elected as an independent member of the Board of Directors for a term of office to expire at the 2009 Annual General Meeting. It intends to appoint William G. Parrett to the Audit Committee. William G. Parrett introduces himself in a short video portrait.

After the portrait is shown the Chairman opens up the discussion to the item. No discussion takes place.

The General Meeting elects William G. Parrett as follows:

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Votes cast

Votes

940,167,403

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Absolute majority

Votes

470,083,702

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Votes in favor

Votes

927,284,220

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Votes against

Votes

7,945,332

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Abstentions

Votes

4,937,851

Amendments to the Articles of Association

Adjustment to the new UBS corporate governance effective as of 1 July 2008 (Title of Article 20, Articles 20 para. 1, 21 para. 2, 24 lit. e, 29 and 30 of the Articles of Association)

As of 1 July 2008 UBS has implemented new organisational regulations regarding its corporate governance. The new model clarifies the separation of responsibilities between the Board and the Group Executive Board and abolishes the Chairman's Office.

The Board of Directors proposes to adjust the Articles of Association to the new UBS corporate governance

Two speakers involve in a short discussion. The General Meeting approves the motion of the Board of Directors.

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Votes

Votes

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Votes cast

Votes

937,793,494

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Absolute majority

Votes

468,896,748

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Votes in favor

Votes

930,950,490

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Votes against

Votes

2,150,052

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Abstentions

Votes

4,692,952

The notary, Dr Matthias Staehelin from Münchenstein, will provide official certification of the resolutions passed in respect of the amendments to the Articles of Association.

The meeting closes at 14.31 p.m.

Basel, 2 October 2008

On behalf of the Board of Directors:

Peter Kurer, Chairman
Luzius Cameron, Company secretary