Supplemental Listing Document for Warrants Issued By
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Compensation Report 2008
compensation report 2008 Excerpt from UBS’s Annual Report 2008 Contents 1 Compensation, shareholdings and loans 2 Compensation governance 3 2008 compensation for the Board of Directors and Group Executive Board 8 Shares, options and loans for the Board of Directors and Group Executive Board (at end of 2008) 15 Compensation principles 2009 and beyond for UBS senior executives 19 UBS reporting at a glance 20 Contacts Compensation Report 2008 Compensation, shareholdings and loans The principles of compensation for UBS senior executives are designed to align their interests with those of shareholders – the creation of long-term value and sustainable shareholder returns. These principles are established by the human resources and compensation committee of the Board of Directors. Letter from the human resources and compensation committee of the Board of Directors Dear shareholders, Financial Market Supervisory Authority The firm explicitly sought to “alter the The global financial services industry is (FINMA) on a range of compensation UBS corporate culture” through its facing challenges of a magnitude not matters, including the new compensa- design of the new compensation seen for decades. These challenges had tion model and the amount of variable model. All members of the human a clear and widespread impact on the compensation to be paid to employees resources and compensation committee industry in 2008 and UBS and its peers for 2008. strongly believe the new compensation were no exception. Executive compen- model will play a central role in the sation is always a high-profile issue Although the financial services industry firm’s future success. Furthermore, due and, during 2008, this was debated by is facing a difficult period, competition to its explicit goals for long-term value the public, media and regulators to a for the very best talent remains fierce creation, the model inherently considers greater extent than ever before. -
Annual Report 2007
Annual Report 2007 1 | Strategy, Performance and Responsibility 2 | Risk, Treasury and Capital Management 3 | Corporate Governance and Compensation Report 4 | Financial Statements Contents Introduction 2 Corporate governance 3 Introduction and principles 4 Group structure and shareholders 5 Capital structure 7 Board of Directors 9 Group Executive Board 16 Compensation, shareholdings and loans 20 Shareholders’ participation rights 37 Change of control and defense measures 39 Auditors 40 Information policy 42 Regulation and supervision 44 Compliance with New York Stock Exchange listing standards on corporate governance 47 Senior leadership 50 More about UBS 53 Sources of information 54 Corporate information 55 Contacts 56 1 Introduction Introduction This year we have changed the structure of our annual re- Financial Statements 2007 port. Based on feedback from users, our annual report now This comprises the audited financial statements of UBS for consists of four themed reports. These combine audited and 2007, 2006 and 2005, prepared according to the Interna- non-audited information. tional Financial Reporting Standards (IFRS). It also includes Together, the four reports make up UBS’s full Annual Re- the audited financial statements of UBS AG (the parent port 2007 and replace the former Financial Report, the bank) for 2007 and 2006, prepared according to Swiss bank- Handbook and the Compensation Report. They comply with ing law. Additional disclosure required by Swiss and US regu- the US disclosure requirements for foreign private issuers as lations is included where appropriate. defined by Form 20-F of the Securities and Exchange Com- mission (SEC). In addition to the four reports, Review 2007 is distributed broadly to UBS shareholders and contains key information The four reports are: on our strategy and financials. -
UBS AG (Incorporated with Limited Liability in Switzerland) (Acting Through Its London Branch)
INFORMATION MEMORANDUM UBS AG (Incorporated with limited liability in Switzerland) (acting through its London Branch) USD727,000 7-year USD Equity Linked Notes due 2015 redemption linked to the performance of the Straits Times Index Issue Price as of the Closing Date: 100 per cent. The USD727,000 7-year USD Equity Linked Notes due 2015 (the “Notes”) relating to the performance of the Straits Times Index (the “Index”) with each Note having a denomination of USD 100 were issued by UBS AG (acting through its London Branch) (the “Issuer”) on September 18, 2008. Expressions used in this Information Memorandum shall have the meanings given to them in the conditions of the Notes (the “Conditions”) which are set out herein. Unless previously redeemed or purchased and cancelled as provided in the Conditions, each Note will be redeemed at the Redemption Amount on the Redemption Settlement Date, subject as provided in Condition 4. The Notes are represented by a Global Security (the “Global Security”) which was deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) on September 18, 2008 (the “Closing Date”). Notes in definitive form will not be issued, except in the circumstances described in Condition 2. The Notes are in registered form. Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market. Prospective purchasers should carefully consider the risks of an investment in the Notes and be aware that these Notes are only suitable for sophisticated investors who are capable of evaluating and bearing such risks. -
Supplement Dated 3 December 2008 to the Base Prospectus Dated 17 September 2008
Supplement dated 3 December 2008 to the Base Prospectus dated 17 September 2008 UBS AG (acting through its London Branch and its Jersey Branch) Warrant Programme This supplement (the " Supplement ") to the base prospectus dated 17 September 2008 as supplemented by the supplements dated 23 October 2008 and 31 October 2008 (the " Base Prospectus ") constitutes a supplement to a base prospectus for the purposes of article 13 of Chapter I of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the " Prospectus Law ") and is prepared in connection with the Warrant Programme (the "Programme ") of UBS AG (the " Issuer "). This document is supplemental to, and should be read in conjunction with, the Base Prospectus issued by the Issuer. Terms defined in the Base Prospectus have the same meaning when used in this Supplement. The purpose of the Supplement is to amend the Base Prospectus to reflect certain recent developments in relation to the Issuer. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Amendments to the Information Incorporated by Reference Paragraph 2 of the Information Incorporated by Reference section on page 25 of the Base Prospectus is deleted and replaced with the following: 2. the unaudited financial statements of the Issuer for the period ended 30 September 2008 (set out on pages 66 to 71 of the Financial Reporting - Third Quarter 2008 document of the Issuer), including the information set out on the following pages in particular: 30 September 2008 Balance Sheet ............................................................... -
Annual Report 2007
Annual Report 2007 1 | Strategy, Performance and Responsibility 2 | Risk, Treasury and Capital Management 3 | Corporate Governance and Compensation Report 4 | Financial Statements Contents Introduction 1 Contacts 2 Accounting Standards and Policies 3 Financial Statements 9 UBS AG (Parent Bank) 121 Additional Disclosure Required under SEC Regulations 143 1 Introduction Introduction This year we have changed the structure of our annual re- Financial Statements 2007 port. Based on feedback from users, our annual report now This comprises the audited financial statements of UBS for consists of four themed reports. These combine audited and 2007, 2006 and 2005, prepared according to the Interna- non-audited information. tional Financial Reporting Standards (IFRS). It also includes Together, the four reports make up UBS’s full Annual Re- the audited financial statements of UBS AG (the parent port 2007 and replace the former Financial Report, the bank) for 2007 and 2006, prepared according to Swiss bank- Handbook and the Compensation Report. They comply with ing law. Additional disclosure required by Swiss and US regu- the US disclosure requirements for foreign private issuers as lations is included where appropriate. defined by Form 20-F of the Securities and Exchange Com- mission (SEC). In addition to the four reports, Review 2007 is distributed broadly to UBS shareholders and contains key information The four reports are: on our strategy and financials. This booklet summarizes the information in the four-part annual report. Strategy, Performance and Responsibility 2007 This provides a description of our firm, its strategy, organiza- If you only ordered specific reports in prior years, please note tional structure and financial performance for the last two that the former Compensation Report is now called Corpo- years. -
UBS Compensation Report 2009
compensation report 2009 Excerpt from UBS’s Annual Report 2009 Contents 1 Compensation and shareholdings 2 Compensation governance 4 Total Reward Principles 6 Cash and equity incentives 8 Variable compensation funding framework 9 Compensation framework 12 2009 performance 13 2009 compensation for the Board of Directors and Group Executive Board 17 Shares and options held by the Board of Directors and Group Executive Board (at end of 2009) 27 UBS reporting at a glance 28 Contacts Advisory vote Compensation Report 2009 Compensation and shareholdings The UBS Total Reward Principles are designed to align employees’ interests with those of shareholders – the creation of long-term value and sustainable shareholder returns. These principles, reproduced in full at the end of the report, are established by the Human Resources and Compensation Committee (HRCC) of the Board of Directors (BoD), and provide the basis for 2009 compensation practices. Letter from the Human Resources and Compensation Committee of the Board of Directors Dear Shareholders on a number of long-standing drivers long-term performance. We continually Throughout 2009, the new UBS has including risk awareness, effective risk assess the alignment of our compensa- faced the crucial challenge of rebuild- and capital management, sustainable tion framework with shareholder ing its key businesses, regaining the profitability, and client focus. They also interests, the ability of that framework trust of shareholders and clients and highlight the importance of deferred to withstand a fluctuating market and establishing and developing the pursuit pay, and include additional forfeiture its effectiveness at supporting the of its longer term strategy to bring clauses in order to better align execution of the firm’s people strategy.