Annual General Meeting 2007

The Board of Directors proposed that the Annual Report, Group and Parent Company Accounts 2006 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 a lengthy discussion period, questions regarding the compensation of the Board of Directors and top management were once again raised, running the gamut from the necessity of being able to compete in the global marketplace to the questionable moral and ethical nature of current compensation levels. In this context there were several requests that Peter Spuhler, member of the Compensation Committee, not be re-elected. Other subjects raised included old demands in connection with Interhandel, an appeal for support for the "Kampagne Euro 08 gegen Frauenhandel (Euro 08 Campaign Against Trafficking in Women)", as well as the importance of human rights to UBS.

The Annual General Meeting approved the Annual Report, Group and Parent Company Accounts for 2006, with the voting being as follows:

The Board of Directors proposed that the Parent Company profit for 2006 be appropriated as follows:

In the discussion period, one speaker asked the Board of Directors, in consideration of profits, to reduce the Bank's fees and to invest more in employee training. He did not make any formal motion. 

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

The dividend of CHF 1.43 net per share (after deduction of 35% Swiss federal withholding tax) will be paid out on 23 April 2007 to all shareholders holding UBS shares on 18 April 2006. No dividend is paid for shares held by UBS AG.

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 2006.

In the discussion, one speaker requested that, due to the high levels of their compensation, discharge not be granted to the Board of Directors and the Group Executive Board.

The Annual General Meeting granted 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):

Item 4.1.
Re-election of Board Members

4.1.1. Stephan Haeringer

The Board of Directors proposed that Stephan Haeringer, whose term of office expired at the AGM, be re-elected for an additional three-year term of office.

None of those present requested the opportunity to speak. The Annual General Meeting re-elected Stephan Haeringer, with the voting being as follows:

4.1.2. Helmut Panke

The Board of Directors proposed that Helmut Panke, 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 Helmut Panke, with the voting being as follows:

4.1.3. Peter Spuhler

The Board of Directors proposed that Peter Spuhler, 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 Peter Spuhler, with the voting being as follows:

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

4.2.1. Sergio Marchionne

The Board of Directors proposed that Sergio Marchionne (a citizen of Italy and Canada) be elected as a non-executive member for a period of three years.

One speaker made positive remarks regarding the candidate.

The Annual General Meeting approved the nomination, with 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 Ernst & Young Ltd., Basel for a further one-year term of office as Group and Statutory Auditors, the voting being as follows:

Item 5.1.
Cancellation of Shares Repurchased under the 2006/2007 Share Buyback Program and respective amendment of Article 4 para. 1 of the Articles of Association

The Board of Directors proposed that the 33,020,000 shares repurchased under the buyback program approved by the 2006 AGM be cancelled and the share capital of the Corporation be accordingly reduced by CHF 3,302,000.00. 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:

Article 4 para. 1 (Share capital) has been amended as follows:

1
The share capital of the Corporation is CHF 210,527,328.60 (two hundred and ten million, five hundred and twenty-seven thousand, three hundred and twenty-eight Swiss francs and sixty centimes), divided into 2,105,273,286 registered shares with a par value of CHF 0.10 each. The share capital is fully paid up. 

The notary, Daniel Allemann, will officially certify this amendment to the Articles of Association. 

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 10% of the issued share capital in the time period ending on 8 March 2010 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 amendments to the Articles of Association (reduction of share capital) shall be submitted to the respective Annual General Meetings of 2008-2010 for approval." 

None of those present requested the opportunity to speak. The Annual General Meeting approved the implementation of the proposed 2007-2010 share buyback program, the voting being as follows: