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Exhibit 4.1
[UBS LOGO]
Articles of Association
UBS AG
1 November 2000
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CONTENTS
SECTION 1
Page 4 Name, registered office, business object and duration
of the Corporation
SECTION 2
Page 5 Share capital
SECTION 3
Corporate bodies
Page 9 A. General Meeting of Shareholders
Page 13 B. Board of Directors
Page 17 C. Group Executive Board
Page 18 D. Statutory and Group Auditors
SECTION 4
Page 19 Financial statements and distribution of profit, reserves
SECTION 5
Page 20 Notices and jurisdiction
SECTION 6
Page 21 Non-cash considerations and contribution in kind
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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
REGISTERED OFFICE UBS AG/UBS SA/UBS Ltd. is established with a registered
office in Zurich 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.
DURATION ARTICLE 3
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 4,428,931,620
(four billion, four hundred and twenty-eight million, nine
hundred and thirty-one thousand, six hundred and twenty
Swiss francs), divided into 442,893,162 registered shares
with a par value of CHF 10 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 1
CAPITAL Warrants related to the 1996 optional dividend of the
former Swiss Bank Corporation
The share capital will be increased, under exclusion of
shareholders' preemptive rights, by a maximum of
CHF 8,885,240, corresponding to 888,524 registered
shares of CHF 10 par value each (which must be fully
paid up) through the exercise of warrants issued in
connection with the 1996 optional dividend of the former
Swiss Bank Corporation.
The subscription ratio, time limits and further details were
determined by the Board of Directors of the former Swiss
Bank Corporation.
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 Art.
5 of these Articles of Association.
2
Employee stock ownership plan of the former Swiss Bank
Corporation
The share capital will be increased, under exclusion of
shareholders' preemptive rights, by a maximum of CHF
2,532,620, corresponding to a maximum of 253,262 registered
shares of
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CHF 10 par value each (which must be fully paid up) through
the exercise of subscription rights granted to employees of
the former Swiss Bank Corporation as a means of
participation in the Corporation.
The purchase of the shares through the exercise of
subscription rights within the framework of the employee
stock ownership plan, and any subsequent transfer of the
shares, are subject to the registration restrictions set
out in Art. 5 of these Articles of Association.
3
Employee stock ownership plan of Paine Webber Group Inc.,
New York ("PaineWebber")
The share capital will be increased, under exclusion of
shareholders' preemptive rights, by a maximum of CHF 170
million, corresponding to a maximum of 17 million registered
shares of CHF 10 par value each (which must be fully paid
up) through the exercise of option rights granted to
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 4b
AUTHORIZED 1
CAPITAL In connection with the acquisition of PaineWebber, the Board
of Directors shall increase the share capital, under
exclusion of shareholders' preemptive rights, by a maximum
of CHF 260 million, corresponding to a maximum of 26 million
registered shares of CHF 10 par value each (which must be
fully paid up). The Authorized Capital can be utilized until
30 June 2001, in part or in whole and on one or more dates.
The exchange ratio has been fixed in the merger agreement.
The Board of Directors will fix the issue price of the new
shares. The new shares will carry dividends from the 4th
quarter 2000. They are subject to the registration
restrictions set out in Article 5 of the Articles of
Association.
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2
The Board of Directors may issue additional portions of the
Authorized Capital, as approved under paragraph 1, within
three months after the consummation of the merger. These
shares will be used to meet delivery obligations vis-a-vis
third parties resulting from transactions during the
completion of the merger. Shareholders' preemptive rights
are excluded in favour of the underwriter of the new shares
who guarantees delivery to the rightful third parties.
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.
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
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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 In the case of registered shares, the Corporation may elect
SHARES 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 RIGHTS 1
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 GENERAL The Annual General Meeting takes place every year within
MEETINGS six months after the close of the financial year; the annual
a. ANNUAL GEN- report and the report of the Auditors must be available for
ERAL MEETING inspection by shareholders at the Corporation's registered
offices at least twenty days before the meeting.
ARTICLE 10
B. EXTRAORDINARY 1
GENERAL Extraordinary General Meetings are convened whenever the
MEETINGS 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 Direc-
tors, 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.
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ARTICLE 12
PLACING OF ITEMS 1
ON THE AGENDA Shareholders representing shares with an aggregate par value
of 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.
ARTICLE 13
CHAIRMANSHIP, 1
TELLERS, MINUTES The Chairman of the Board of Directors or, if the Chairman
cannot attend, a Vice Chairman or another member desig-
nated by the Board of Directors, shall preside over the Gen-
eral 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.
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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
Voting on resolutions and elections shall take place with a
show of hands, but a written ballot shall be adopted if
requested by at least 3% of the votes represented or if the
presiding Officer so orders. A written ballot or election
may also be conducted electronically.
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.
5
The presiding Officer may order a vote by show of hands to
be repeated in a written ballot if he feels there is any
doubt regarding the results. In this case the show of hands
vote is deemed not to have taken place.
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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
New Directors elected to replace members who vacate their
office before completion of their term shall serve for the
remainder of the term of the Directors they are replacing.
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.
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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.
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 THE particular:
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
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d) Decisions on Group strategy and other matters reserved
to the Board of Directors under the Organization Regula-
tions
e) Appointment and removal of the President (Group Chief
Executive Officer) 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
CONTROL in particular the following:
a) Review of the annual report, consolidated and parent
company financial statements as well as quarterly and
half-year 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.
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ARTICLE 27
SIGNATURES, 1
SEAL, EXCEPTIONAL In accordance with the Articles of Association the company's
MEASURES external representation and the manner and form of
signature shall be defined in the Organization
Regulations.
2
Signing in the name of the company requires two authorized
signatures to be binding. Forms and other written documents
produced in large quantities in the course of daily business
may be distributed with only one or without signature. Such
exceptions to the joint signature principle shall be made
known in a suitable fashion.
3
The Board of Directors and those authorized by it to sign
on behalf of the Corporation may empower individual
persons to execute specific business and legal
transactions.
4
For countries in which law or custom prescribes the use
of seals on important or formal documents, a seal may be
added to the signature. The Board of Directors shall
designate such seals and issue regulations for their
use.
5
To safeguard important interests of the Bank, the Board
of Directors, or persons acting on the Board's
instructions, may take exceptional measures in emergency
situations arising as a result of extraordinary political
developments.
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 Group Chief
Executive Officer, the Chief Financial Officer and at least
three other members with important group functions.
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 funda-
mental 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
DUTIES Group 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 OF 1
DISPOSABLE PROFIT At least 5% of the profit for the year is allocated to the
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 PUBLICA- Public notices appear in the Swiss official commercial
TION MEDIA gazette (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 The Corporation, in connection with the capital increase of
IN KIND 1 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)
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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:
Alex Krauer Alberto Togni
Chairman Vice Chairman
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[UBS LOGO]
UBS AG
Board of Directors
P.O. Box, CH-8098 Zurich
