Exhibit 3.1
UBS
ARTICLES OF ASSOCIATION
UBS AG
18 April 2002
CONTENTS
SECTION 1 Name, registered office, business object and
duration of the Corporation..................................... 1
SECTION 2 Share capital......................................... 2
SECTION 3 Corporate bodies...................................... 4
A. General Meeting of Shareholders.......................... 4
B. Board of Directors....................................... 7
C. Group Executive Board.................................... 9
D. Statutory and Group Auditors............................. 10
SECTION 4 Financial statements and appropriation of profit,
reserves........................................................ 11
SECTION 5 Notices and jurisdiction.............................. 12
SECTION 6 Non-cash considerations and contribution in kind...... 13
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SECTION 1
NAME, REGISTERED OFFICE, BUSINESS OBJECT AND DURATION OF THE CORPORATION
ARTICLE 1
NAME AND A corporation limited by shares under the name of UBS AG/UBS
REGISTERED SA/UBS Ltd. is established with a registered office in Zurich
OFFICE and Basel.
ARTICLE 2
BUSINESS OBJECT 1
The purpose of the Corporation is the operation of a bank. Its
scope of operations extends to all types of banking, financial,
advisory, trading and service activities in Switzerland and
abroad.
2
The Corporation may establish branches and representative
offices as well as banks, finance companies and other
enterprises of any kind in Switzerland and abroad, hold equity
interests in these companies, and conduct their management.
3
The Corporation is authorized to acquire, mortgage and sell
real estate and building rights in Switzerland and abroad.
ARTICLE 3
DURATION The duration of the Corporation shall not be limited by time.
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SECTION 2
SHARE CAPITAL
ARTICLE 4
SHARE CAPITAL 1
The share capital of the Corporation is CHF 1,002,319,047.20
(one billion, two million, three hundred and nineteen thousand,
forty-seven Swiss francs and twenty centimes), divided into
1,252,898,809 registered shares with a par value of CHF 0.80
each. The share capital is fully paid up.
2
Registered shares may be converted into bearer shares and
bearer shares into registered shares by resolution of the
General Meeting of Shareholders; the Corporation may issue
certificates representing multiples of shares.
ARTICLE 4A
CONDITIONAL Employee stock ownership plan of Paine Webber Group Inc., New
CAPITAL York ("PaineWebber")
The share capital will be increased, under exclusion of
shareholders' preemptive rights, by a maximum of CHF
10,414,172.80, corresponding to a maximum of 13,017,716
registered shares of CHF 0.80 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.
ARTICLE 5
SHARE REGISTER 1
AND NOMINEES
A share register is maintained for the registered shares, in
which owners' and usufructuaries' family and given names are
entered, with their complete address and nationality (or
registered office for legal entities).
2
If the mailing address of a shareholder changes, the new
address must be communicated to the Corporation. As long as
this has not been done, all written communications will be sent
to the address entered in the share register, this being valid
according to the requirements of the law.
3
Those who acquire registered shares shall be entered in the
share register as shareholders with voting rights if they
expressly declare that they acquired these registered shares in
their own names and for their own account. If the party
acquiring the shares is not prepared to provide such a
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 preemptive,
option or conversion rights.
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5
The Board of Directors is authorized, after hearing the
position 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 pretences. The party
affected must be informed of the action immediately.
6
The Board of Directors formulates general principles relating
to the registration of fiduciaries/nominees and issues the
necessary regulations to ensure compliance with the above
provisions.
ARTICLE 6
DEFERRED 1
PRINTING OF
SHARES In the case of registered shares, the Corporation may elect not
to print and deliver certificates. However, shareholders may at
any time request the Corporation to print and deliver
certificates free of charge. Particulars are set forth in
regulations issued by the Board of Directors.
2
Uncertificated registered shares may only be transferred by the
assignment of all appurtenant rights. The assignment must be
reported to the Corporation to be valid. If uncertificated
registered shares are held in a custody or portfolio account at
a bank, they may only be transferred with the cooperation of
that bank. Furthermore, they may only be pledged in favour of
that bank, in which case notifying the Corporation is not
necessary.
ARTICLE 7
EXERCISE OF 1
RIGHTS
Shares are indivisible. The Corporation recognizes only one
representative per share.
2
Voting rights and associated rights may only be exercised in
relation to the Corporation by a party entered in the share
register as having the right to vote.
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SECTION 3
CORPORATE BODIES
A. GENERAL MEETING OF SHAREHOLDERS
ARTICLE 8
AUTHORITY The General Meeting of Shareholders is the Corporation's
supreme corporate body.
ARTICLE 9
TYPES OF The Annual General Meeting takes place every year within six
GENERAL months after the close of the financial year; the annual report
MEETINGS and the report of the Auditors must be available for inspection
by shareholders at the Corporation's registered offices at
a. ANNUAL least twenty days before the meeting.
GENERAL
MEETING
ARTICLE 10
b. EXTRAORDINARY 1
GENERAL
MEETINGS Extraordinary General Meetings are convened whenever the Board
of Directors or the Auditors consider it necessary.
2
Such a meeting must also be convened if demanded by a
resolution of the shareholders in General Meeting or by a
written request from one or more shareholders, representing
together at least one tenth of the share capital, specifying
the items to be included on the agenda and the proposals to be
put forward.
ARTICLE 11
CONVENING 1
The General Meeting shall be called by the Board of Directors,
or if need be by the Statutory Auditors, at least twenty days
before the meeting is to take place. The meeting is called by
publishing a single notice in the publication of record
designated by the Corporation. An invitation will be sent to
all shareholders registered.
2
The notice to convene the General Meeting shall specify the
agenda with the proposals of the Board of Directors and
proposals from shareholders, and in the event of elections the
names of the proposed candidates.
ARTICLE 12
PLACING OF 1
ITEMS ON THE Shareholders representing shares with an aggregate par value of
AGENDA one million Swiss francs may submit proposals for matters to be
placed on the agenda for consideration by the 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.
2
No resolutions may be passed concerning matters which have not
been duly placed on the agenda, except on a motion put forward
at the General Meeting to call an Extraordinary General Meeting
or a motion for a special audit to be carried out.
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ARTICLE 13
CHAIRMANSHIP, 1
TELLERS, The Chairman of the Board of Directors or, if the Chairman
MINUTES cannot attend, a Vice Chairman or another member designated by
the Board of Directors, shall preside over the General Meeting
and appoint a secretary and the necessary tellers.
2
Minutes are kept of the proceedings and must be signed by the
presiding Officer and the Secretary.
ARTICLE 14
SHAREHOLDER 1
PROXIES The Board of Directors issues procedural rules for
participation and representation of shareholders at the General
Meeting.
2
A shareholder may only be represented at the General Meeting by
his or her legal representative or under a written power of
attorney by another shareholder eligible to vote, by a
corporate proxy, by the independent proxy or by a custodial
proxy.
3
The presiding Officer decides whether to recognize the power of
attorney.
ARTICLE 15
VOTING RIGHT Each share conveys the right to cast one vote.
ARTICLE 16
RESOLUTIONS, 1
ELECTIONS Resolutions and elections are decided at the General Meeting by
an absolute majority of the votes cast, excluding blank and
invalid ballots, subject to the compulsory provisions of the
law.
2
A resolution to change Art. 18 of these Articles of
Association, to remove one fourth or more of the members of the
Board of Directors, or to delete or modify Art. 16 paragraph 2
of these Articles of Association, must receive at least two
thirds of the votes represented.
3
The presiding Officer shall decide whether voting on
resolutions and elections be conducted electronically or with a
show of hands. Ordinary written ballots may also be adopted.
Shareholders representing at least 3% of the votes represented
may always request that a vote or election take place
electronically or by written ballot.
4
In the case of written ballots, the presiding Officer may rule
that only the ballots of those shareholders shall be collected
who choose to abstain or to cast a negative vote, and that all
other shares represented at the General Meeting at the time of
the vote shall be counted in favour, in order to expedite the
counting of the votes.
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ARTICLE 17
POWERS The General Meeting has the following powers:
a) To establish and amend the Articles of Association
b) To elect the members of the Board of Directors, the
Statutory Auditors and the Group Auditors
c) To approve the annual report and the consolidated financial
statements
d) To approve the annual accounts and to decide upon the
appropriation of the net profit shown in the balance sheet
e) To give the members of the Board of Directors and of the
Group Executive Board a discharge concerning their
administration
f) To take decisions on all matters reserved to the General
Meeting by law or by the Articles of Association, or which
are placed before it by the Board of Directors.
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CORPORATE BODIES
B. BOARD OF DIRECTORS
ARTICLE 18
NUMBER OF BOARD The Board of Directors shall consist of at least six and no
MEMBERS more than twelve members.
ARTICLE 19
TERM OF OFFICE 1
The term of office for members of the Board of Directors is
four years, with the interval between two Annual General
Meetings being deemed a year for this purpose. The initial term
of office for each Director shall be fixed in such a way as to
assure that about one fourth of all the members have to be
newly elected or re-elected every year.
2
Members whose term of office has expired are immediately
eligible for re-election.
ARTICLE 20
ORGANIZATION, 1
CHAIRMAN'S
OFFICE The Board of Directors shall elect a Chairman's Office from
among its members. It shall be composed of the Chairman and at
least one Vice Chairman.
2
The Board of Directors shall appoint its secretary, who need
not be a member of the Board.
ARTICLE 21
CONVENING, 1
PARTICIPATION
The Chairman shall convene the Board of Directors as often as
business requires, but at least six times a year.
2
The Board of Directors shall also be convened if one of its
members or the Group Executive Board submits a written request
to the Chairman's Office to hold such a meeting.
ARTICLE 22
DECISIONS 1
Decisions of the Board of Directors are taken by an absolute
majority of the votes cast. In case of a tie, the presiding
Officer shall cast the deciding vote.
2
The number of members who must be present to constitute a
quorum, and the modalities for the passing of resolutions shall
be laid down by the Board of Directors in the Organization
Regulations. No such quorum is required for decisions
confirming and amending resolutions relating to capital
increases.
ARTICLE 23
DUTIES AND 1
POWERS The Board of Directors has responsibility for the ultimate
direction of the Corporation and the supervision and control of
its executive management.
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2
The Board of Directors may also take decisions on all matters
which are not expressly reserved to the shareholders in General
Meeting or to another corporate body by law or by the Articles
of Association.
ARTICLE 24
ULTIMATE The ultimate direction of the Corporation comprises in
DIRECTION OF particular:
THE CORPORATION
a) Preparing of and deciding on proposals to be placed before
the General Meeting
b) Issuing the regulations necessary for the conduct of
business and for the delineation of authority, in particular
the Organization Regulations and the regulations governing
the Group Internal Audit
c) Laying down the principles for the accounting, financial and
risk controls and financial planning, in particular the
allocation of equity resources and risk capital for business
operations
d) Decisions on Group strategy and other matters reserved to
the Board of Directors under the Organization Regulations
e) Appointment and removal of the President and the members of
the Group Executive Board, the members of the Group Managing
Board and the head of Group Internal Audit
f) Decisions on increasing the share capital, to the extent
this falls within the authority of the Board of Directors
(Art. 651 paragraph 4 of the Swiss Code of Obligations), on
the report concerning an increase in capital (Art. 652e of
the Swiss Code of Obligations) and on the ascertainment of
capital increases and the corresponding amendments to the
Articles of Association.
ARTICLE 25
SUPERVISION, Supervision and control of the business management comprises in
CONTROL particular the following:
a) Review of the annual report, consolidated and parent company
financial statements as well as quarterly financial
statements
b) Acceptance of regular reports covering the course of
business and the position of the Group, the status and
development of country, counter-party and market risks and
the extent to which equity and risk capital are tied up due
to business operations
c) Consideration of reports prepared by the Statutory and Group
Auditors concerning the annual financial statements.
ARTICLE 26
DELEGATION, The Board of Directors may delegate part of its authority to
ORGANIZATION one or more of its members subject to Arts. 24 and 25. The
REGULATIONS allocation of authority and functions shall be defined in the
Organization Regulations.
ARTICLE 27
SIGNATURES 1
Signing in the name of the company requires two authorized
signatures to be binding.
2
All details shall be determined in the Organization Regulations
and in a special Group Directive.
ARTICLE 28
REMUNERATION The Board of Directors shall determine the remuneration of its
members.
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CORPORATE BODIES
C. GROUP EXECUTIVE BOARD
ARTICLE 29
ORGANIZATION The Group Executive Board is composed of the President and at
least three other members.
ARTICLE 30
FUNCTIONS, 1
AUTHORITIES The Group Executive Board is responsible for the management of
the Group. It is the supreme executive body as defined by the
Swiss Federal Law on Banks and Savings Banks. It implements the
Group strategy decided by the Board of Directors and ensures
the execution of the decisions of the Board of Directors and
the Chairman's Office. It is responsible for the Group's
results.
2
The Group Executive Board has the following
principal responsibilities:
a) Preparing and proposing Group strategy and the fundamental
policy decisions necessary for their implementation, the
Organization Regulations and the basic organizational
structure of the Group
b) Exercising such functions and authorities as shall be
assigned to it by the Organization Regulations
c) Regularly informing the Board of Directors, as prescribed by
Art. 25, item b of these Articles of Association, and
submitting the documents in accordance with Art. 25, items a
and c of these Articles of Association
3
The functions and authorities of the Group Executive Board and
other management units designated by the Board of Directors are
to be defined by the Organization Regulations.
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CORPORATE BODIES
D. STATUTORY AND GROUP AUDITORS
ARTICLE 31
TERM OF OFFICE, 1
AUTHORITY AND An auditing company is to be appointed as Statutory and Group
DUTIES Auditors.
2
The shareholders in General Meeting shall elect the Statutory
and Group Auditors for a term of one year. The rights and
duties of the Statutory and Group Auditors are determined by
the provisions of the law.
3
The General Meeting may appoint Special Auditors for a term of
three years, who provide the attestations required for capital
increases.
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SECTION 4
FINANCIAL STATEMENTS AND APPROPRIATION OF PROFIT, RESERVES
ARTICLE 32
FINANCIAL YEAR The consolidated and parent company financial accounts are
closed on December 31 of each year.
ARTICLE 33
APPROPRIATION 1
OF DISPOSABLE At least 5% of the profit for the year is allocated to the
PROFIT general statutory reserve until such time as said reserve
amounts to 20% of the share capital.
2
The remaining profit is, subject to the provisions of the Swiss
Code of Obligations and of the Federal Banking law, at the
disposal of the shareholders in General Meeting who may also
use it for the formation of free or special reserves.
ARTICLE 34
RESERVES The shareholders in General Meeting determine the utilization
of the general reserve in accordance with the legal provisions
acting upon the recommendations of the Board of Directors.
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SECTION 5
NOTICES AND JURISDICTION
ARTICLE 35
OFFICIAL
PUBLICATION Public notices appear in the Swiss official commercial gazette
MEDIA (in French "Feuille Officielle Suisse du Commerce", or German
"Schweizerisches Handelsamtsblatt"). The Board of Directors may
designate other publications as well.
ARTICLE 36
JURISDICTION Jurisdiction for any disputes arising out of the corporate
relationship shall be at both the registered offices of the
Corporation, with the exception of legal actions in connection
with the contestation or nullity of decisions of the
shareholders' meeting or the nullity of Board of Directors'
decisions, where jurisdiction shall exclusively be with the
courts of Zurich.
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SECTION 6
NON-CASH CONSIDERATIONS AND CONTRIBUTION IN KIND
ARTICLE 37
NON-CASH 1
CONSIDERATIONS The Corporation acquires Schweizerische Bankgesellschaft (SBG)
in Zurich by merger through the capital increase of April
30/May 19, 1998. Assets of CHF 426,820,619,609.52 and
liabilities of CHF 408,302,595,203.66 pursuant to the merger
balance sheet of September 30, 1997 shall be transferred by
universal succession to the Corporation; the amount of the
capital increase has been paid in accordance with the merger
agreement. The shareholders of the company acquired receive
128,750,000 fully paid-up registered shares of the acquiring
company each with a par value of CHF 20.
2
The Corporation acquires Schweizerischer Bankverein (SBV) in
Basel by merger through the capital increase of April 29/May
18, 1998. Assets of CHF 352,252,889,332.69 and liabilities of
CHF 338,770,039,294.46 pursuant to the merger balance sheet of
September 30, 1997 shall be transferred by universal succession
to the Corporation; the amount of the capital increase has been
paid in accordance with the merger agreement. The shareholders
of the company acquired receive 85,623,491 fully paid-up
registered shares of the acquiring company each with a par
value of CHF 20.
ARTICLE 38
CONTRIBUTION IN The Corporation, in connection with the capital increase of 1
KIND November 2000, is acquiring the totality of the shares of Paine
Webber Group Inc. (New York, N.Y., USA) from existing
shareholders of this listed company through the Corporation's
wholly owned subsidiary UBS Americas Inc. (Wilmington,
Delaware, USA) by way of a triangular merger under the laws of
the State of Delaware (USA). Under the terms of the merger
agreement of 12 July 2000, the total consideration for these
shares will take the form of a cash component of not more than
USD 6,350,000,000 plus a share component of not more than
42,800,000 shares of UBS AG, i.e. (assuming an exchange rate of
CHF/USD 1.80 and a price of CHF 250 per UBS share) CHF
22,130,000,000, and of not less than USD 5,520,000,000 plus not
less than 37,150,000 shares of UBS AG, i.e. (based on the
foregoing assumptions) CHF 19,223,500,000, this including the
12,000,000 shares resulting from the capital increase of 1
November 2000.
UBS AG
For the Board of Directors:
Marcel Ospel Gertrud Erismann-Peyer
Chairman Company Secretary
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UBS
UBS AG
Board of Directors
P.O. Box, CH-8098 Zurich
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