UBS : Articles of Association UBS Group AG (216 KB)

Section 1

Name, registered office, business object and duration of the Corporation

4

Section 2

Share capital

5

Section 3

Corporate bodies

9

A. General Meeting

9

B. Board of Directors

14

C. Group Executive Board

20

D. Auditors

22

Section 4

Financial statements and appropriation of profit, reserves

23

Section 5

Compensation of the members of the Board of Directors

and the Group Executive Board

24

Section 6

Notices and jurisdiction

27

Section 7

Disclosure of contributions in kind

28

Article 1

Name and

A corporation limited by shares under the name of

registered office UBS Group AG / UBS Group SA / UBS Group Inc. is

established with its registered office in Zurich.

Article 2

Purpose

1 The purpose of the Corporation is to acquire, hold, manage

and sell direct and indirect participations in enterprises of any

kind, in particular in the area of banking, financial, advisory,

trading and service activities in Switzerland and abroad.

2 The Corporation may establish enterprises of any kind in

Switzerland and abroad, hold equity interests in these

enterprises, and conduct their management.

3 The Corporation is authorized to acquire, mortgage and sell

real estate and building rights in Switzerland and abroad.

4 The Corporation may provide loans, guarantees and other

kinds of financing and security for Group companies and

borrow and invest money on the money and capital

markets.

Article 3

Duration

The duration of the Corporation shall not be limited by time.

Article 4

Share capital

The share capital of the Corporation is USD 346,208,772.20,

divided into 3,462,087,722 registered shares with a par

value of USD 0.10 each. The share capital is fully paid up.

Article 4a

Conditional

1 The share capital may be increased by a maximum of

capital

USD 12,170,583.00 through the issuance of a maximum

of 121,705,830 fully paid registered shares with a par

value of USD 0.10 each upon exercise of employee options is-

sued to employees and members of the management and

of the Board of Directors of the Corporation and its sub-

sidiaries. The preemptive rights and the advance subscrip-

tion rights of the shareholders shall be excluded. The

issuance of these options to employees and members of

the management and of the Board of Directors of the

Corporation and its subsidiaries will take place in accord-

ance 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.

2 The share capital may be increased in an amount not to

exceed USD 38,000,000 by the issuance of up to

380,000,000 fully paid registered shares with a nominal

value of USD 0.10 each through the voluntary or mandatory

exercise of conversion rights and/or warrants granted in

connection with the issuance of bonds or similar financial

instruments by the Corporation or one of its Group compa-

nies on national or international capital markets. The pre-

emptive rights of the shareholders shall be excluded. The

then current owners of conversion rights and/or warrants

shall be entitled to subscribe for the new shares. The

declaration, the Board of Directors may refuse to allow the

shares to be entered with voting rights.

4 The restriction on registration under paragraph 3 above

also applies to shares acquired by the exercise of preemp-

tive, option or conversion rights.

5 The Board of Directors is authorized, after hearing the po-

sition of the registered shareholder or nominee affected, to

strike the entry of a shareholder with voting rights from the

share register retroactively with effect to the date of the

entry, if it was obtained under false pretenses. The party

affected must be informed of the action immediately.

6 The Board of Directors formulates general principles relat-

ing to the registration of fiduciaries/nominees and issues the

necessary regulations to ensure compliance with the above

provisions.

Article 6

Form of shares

1 Registered shares of the Corporation will be, subject to

paragraph 2, in the form of uncertificated securities (in the

sense of the Swiss Code of Obligations) and intermediary-

held securities (in the sense of the Swiss Federal Intermedi-

ated Securities Act).

2 Following his registration in the share register, the share-

holder may request the Corporation to issue a written state-

ment in respect of his registered shares at any time; how-

ever, he has no entitlement to the printing and delivery of

share certificates. In contrast, the Corporation may print

and deliver share certificates for registered shares (single

certificates, certificates representing multiples of shares or

global certificates) at any time. It may withdraw registered

shares issued as intermediary-held securities from the

respective custody system. With the consent of the share-

holder, the Corporation may cancel issued certificates which

are returned to it without replacement.

3 Intermediated securities based on registered shares of the

Corporation cannot be transferred by way of assignment. A

Article 8

Authority

The General Meeting is the Corporation's supreme corpo-

rate body.

Article 9

Types of General

The Annual General Meeting takes place every year within

Meetings

six months after the close of the financial year; the annual

a. Annual General

report, the compensation report and the reports of the

Meeting

Auditors must be available to shareholders at least twenty

days before the meeting.

Article 10

b. Extraordinary

1 Extraordinary General Meetings are convened whenever

General Meetings

the Board of Directors or the Auditors consider it necessary.

2 Such a meeting must also be convened upon a resolution

of the General Meeting or a written request from one or

more shareholders representing together at least one twen-

tieth of the share capital, specifying the items to be in-

cluded on the agenda and the proposals to be put forward.

Article 10a

Venue

1 The Board of Directors may also provide that shareholders

who are not present at the venue(s) of the General Meeting

may exercise their rights by electronic means.

2 Alternatively and in exceptional circumstances, the Board

of Directors may provide that the General Meeting shall be

held by electronic means without a venue.

Article 11

Convening

1 The General Meeting shall be called by the Board of Direc-

tors or, if need be, by the Auditors at least twenty days be-

fore the meeting is to take place in accordance with Article

47 of these Articles of Association.