UBS AG: Change in the UBS Board of Directors
UK Regulatory Announcement
Publication of agenda items for the Annual General Meeting on May 7, 2014 and
submission of the amended Articles of Association for shareholders' approval
Rainer-Marc Frey will not stand for re-election to the UBS Board of Directors
at the next Annual General Meeting. The Articles of Association of UBS AG
amended to implement the new Ordinance Against Excessive Compensation in
Listed Stock Corporations and will be submitted to shareholders for their
ZURICH & BASEL, Switzerland
Due to the weight of his additional professional commitments Rainer-Marc Frey
has decided not to seek re-election to the Board of Directors (BoD) of UBS
(NYSE:UBS)(SWX:UBSN) at this year's Annual General Meeting (AGM). Having been
elected to the BoD in October 2008, he has served as a member of the Risk
Committee and the Human Resources and Compensation Committee. The BoD regrets
his decision and thanks him for his valuable contribution.
At the AGM the BoD will propose that shareholders approve amended Articles of
Association to implement the new Ordinance Against Excessive Compensation in
Listed Stock Corporations (the Ordinance). The Ordinance, enacted by the
Federal Council to implement the Minder initiative, entered into force on 1
January 2014, although certain transitional provisions apply. UBS will propose
that shareholders vote on the fixed compensation for the Group Executive Board
(GEB) for the following financial year, and on compensation for members of the
BoD for the period up to the next AGM. However, UBS will propose that the vote
on the variable compensation for the GEB be taken based on the results of the
preceding financial year. Axel Weber, Chairman of the Board of Directors of
UBS: "By taking this course of action we are seeking to ensure that
shareholders can make their decisions on the basis of reliable information and
of the results actually achieved."
In compliance with the Ordinance, each member of the Human Resources and
Compensation Committee will now be subject to annual election at the AGM.
Voting on the compensation payable to the BoD and the GEB will be binding, and
will take place for the first time at the 2015 AGM.
UBS today published the agenda for the AGM which will be held on 7 May 2014.
The agenda items are as follows:
1. Annual Report, Group and Parent Bank financial statements for the financial
1.1. Approval of the Annual Report and Group and Parent Bank financial
1.2. Advisory vote on the Compensation Report 2013
2. Appropriation of retained earnings and distribution
3. Discharge of the members of the Board of Directors and the Group Executive
Board for the financial year 2013
4. Amendments to the Articles of Association in accordance with the new
Ordinance Against Excessive Compensation in Listed Stock Corporations
5. Advisory vote on the EU Capital Requirements Directive of 2013 (CRD IV)
6.1. Re-election of members of the Board of Directors
6.1.1. Axel A. Weber as Chairman of the Board of Directors
6.1.2. Michel Demaré
6.1.3. David Sidwell
6.1.4. Reto Francioni
6.1.5. Ann F. Godbehere
6.1.6. Axel P. Lehmann
6.1.7. Helmut Panke
6.1.8. William G. Parrett
6.1.9. Isabelle Romy
6.1.10. Beatrice Weder di Mauro
6.1.11. Joseph Yam
6.2. Election of members of the Human Resources and Compensation Committee
6.2.1. Ann F. Godbehere
6.2.2. Michel Demaré
6.2.3. Helmut Panke
6.2.4. Reto Francioni
6.3. Election of the Independent Proxy, ADB Altorfer Duss & Beilstein AG,
6.4. Re-election of the auditors, Ernst & Young Ltd, Basel
The invitation to the AGM contains explanations of the agenda items and
amendments to the Articles of Association and can be viewed on the UBS website
at www.ubs.com/agm. Voting results will also be posted on this webpage during
the course of the AGM.
The UBS AG AGM will take place on 7 May 2014 at the Messe Basel, beginning at
Representatives of the media may register to attend the UBS AG AGM by
returning the invitation on page four by 30 April 2014 at the latest.
Switzerland: +41-44-234 41 00
Switzerland: +41-44-234 85 00
UK: +44-207-567 47 14
Americas: +1-212-882 58 57
APAC: +852-297-1 82 00
To representatives of the media
1 April 2014
Invitation to the UBS AG Annual General Meeting
You are invited to attend the UBS AG AGM, which will take place on 7 May 2014
at the Messe Basel, Messeplatz, Halle 1.0 Nord in Basel beginning at 10:30
a.m. Doors will open to media representatives at 9:00 a.m.
For organizational reasons, you are required to register by 30 April 2014 at
the latest. If you wish to attend please provide us with the information
below, either by e-mail (email@example.com) or fax (+41-44-234 85 61).
Once your registration has been received, we will send you a confirmation
which should be presented at the AGM entrance.
If you have any questions, please contact Gérianne Cruz or Dominique
Scheiwiller (+41-44-234 85 00).
Last name/first name: ________________________________________________
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