Annual General Meeting 2006

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:

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

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):

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:

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:

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.

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

4.2.2. Joerg Wolle

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:

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:

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

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:

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

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:

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:

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

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:

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

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:

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:

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

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:

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