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Annual General Meeting of UBS AG
At the Annual General Meeting held on 21 April 2005, the shareholders of UBS approved the dividend of CHF 3.00 per share proposed by the Board of Directors. They also elected two new members - Marco Suter and Peter R. Voser - to the Board of Directors, and re-elected both Marcel Ospel and Lawrence A. Weinbach to their respective offices for another three years. 2321 shareholders attended the Annual General Meeting, representing 265 717 730 votes.
At the Annual General Meeting held today, the shareholders of UBS AG approved the Annual Report and Group Financial Statements for 2004 and granted discharge to the members of the Board of Directors and Group Executive Board.
Consultative vote on compensation
At the request of a shareholder, UBS Chairman Marcel Ospel decided to subject total 2004 senior management compensation to a consultative vote. The result of the vote showed that roughly 90% believe senior management's compensation is appropriate.
Elections to the Board of Directors
The Annual General Meeting elected both proposed new candidates to the Board of Directors for a term of three years. Marco Suter, previously Group Chief Credit Officer of UBS, becomes a member of the Board of Directors. Peter R. Voser, Chief Financial Officer of The Royal Dutch/ Shell Group of Companies in London, was elected as a non-executive Board member. Marcel Ospel, Chairman of the UBS Board of Directors, was re-elected by shareholders for another three years, as was Lawrence A. Weinbach, a Board member since 2001.
Alberto Togni, full-time Vice Chairman of the Board of Directors, stepped down from the Board at the Annual General Meeting as he will reach retirement age in the course of this year.
The UBS Board of Directors now consists of eleven members - eight Swiss citizens, one US citizen, one British citizen and one German citizen.
Dividend of CHF 3.00
UBS shareholders approved the dividend of CHF 3.00 per share proposed for the 2004 financial year. The 15% year-on-year increase reflects the good results for 2004 and UBS's policy of returning cash not needed for operations to shareholders in the form of dividends and via buybacks of shares for cancellation.
The dividend will be distributed on 26 April to all shareholders holding shares on 21 April. Starting 22 April, the UBS share will be traded ex-dividend.
Share capital reduction and new buyback program
As part of the 2004/2005 share buyback program, UBS purchased a total of 39,935,094 shares worth some CHF 3.5 billion via a second trading line on the SWX Swiss Exchange. The Annual General Meeting approved the definitive cancellation of these shares and the corresponding reduction in share capital of around 4.6%.
A new buyback program for 2005/2006 was approved that also aims to reduce share capital. How far the maximum approved sum of CHF 5 billion is used will depend on how much free capital is used for investments to support the growth of UBS's core businesses.
Expectations of UBS shareholders
In his address as Chairman, Marcel Ospel talked about shareholder expectations. It is the board's responsibility to take their sometimes conflicting interests at heart, he said. There is widespread agreement, nonetheless, on the firm's overriding goal - to ensure a long-term and sustained increase in UBS's value. The Chairman said he was confident that UBS has the will and the strategy to achieve that goal.
Mr Ospel then discussed the conflicting demands on UBS in the current environment. To remain viable, he said, companies must constantly review their commitments even when profits are high. Companies that tolerate overcapacity for too long will find themselves unable to finance socially acceptable solutions if job cuts are forced on them.
Turning to the gap between rich and poor, Mr Ospel underlined the significance of healthy, flourishing companies for the public sector and the social security system. Such companies are able to preserve jobs over the long term and to pay taxes and social security contributions: "Successful companies and their successful employees can do more in the fight against poverty than any state-sponsored redistribution of wealth."
Continued pursuit of a successful strategy
Peter Wuffli, CEO, commented in his speech on the advantages of share buybacks, arguing that all shareholders benefit from the cancellation of repurchased shares when profits are distributed across fewer shares in future years. However, reinvestment in corporate growth should always have first priority, Mr Wuffli said. Over the past financial year UBS has purchased a number of smaller companies at a total cost of more than CHF 1 billion. Mr Wuffli assured shareholders that UBS would continue to pursue its tried and tested strategy, although it will constantly review progress and measure it against new opportunities. Risk management also has a vital role to play in defending UBS's reputation: "Our constant concern is to strike the right balance between risk mitigation and making the most of business opportunities."
Zurich, 21 April 2005