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EXHIBIT 3.1
[UBS LOGO]
ARTICLES OF ASSOCIATION
UBS AG
18 April 2000
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CONTENTS
<TABLE>
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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 8 A. General Meeting of Shareholders
Page 12 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
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SECTION 1
Name, registered office, business object and duration of the Corporation
ARTICLE 1
NAME AND REGISTERED OFFICE A corporation limited by shares under the name
of 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.
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
4,308,931,620 (four billion, three hundred and
eight million, nine hundred and thirty-one
thousand, six hundred and twenty Swiss francs),
divided into 430,893,162 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 CAPITAL 1
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.
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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 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.
ARTICLE 5
SHARE REGISTER AND NOMINEES 1
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 PRINTING OF SHARES 1
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 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 MEETINGS The Annual General Meeting takes place every
year within six months after the close of the
a. ANNUAL GENERAL MEETING financial year; the annual report and the
report of the Auditors must be available for
inspection by shareholders at the Corporation's
registered offices at least twenty days before
the meeting.
ARTICLE 10
b. EXTRAORDINARY GENERAL 1
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.
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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 ITEMS ON THE AGENDA 1
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, TELLERS, MINUTES 1
The Chairman of the Board of Directors or, if
the Chairman 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 PROXIES 1
The Board of Directors issues procedural rules
for participation and representation of
shareholders at the General Meeting.
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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, ELECTIONS 1
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.
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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.
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 MEMBERS The Board of Directors shall consist of at
least six and no 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
ARTICLE 20
ORGANIZATION, CHAIRMAN'S OFFICE 1
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, PARTICIPATION 1
The Chairman shall convene the Board of
Directors as often as business requires, but at
least six times a year.
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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 POWERS 1
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.
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ARTICLE 24
ULTIMATE DIRECTION OF THE The ultimate direction of the Corporation
CORPORATION comprises in particular:
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
(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.
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ARTICLE 25
SUPERVISION, CONTROL Supervision and control of the business
management comprises 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, ORGANIZATION The Board of Directors may delegate part of its
REGULATIONS authority to one or more of its members subject
to Arts. 24 and 25. The allocation of authority
and functions shall be defined in the
Organization Regulations.
ARTICLE 27
SIGNATURES, SEAL, EXCEPTIONAL 1
MEASURES
In accordance with the Articles of Association
the company's 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.
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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, AUTHORITIES 1
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, AUTHORITY AND 1
DUTIES
An auditing company is to be appointed as
Statutory and 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 DISPOSABLE 1
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 PUBLICATION MEDIA Public notices appear in the Swiss official
commercial 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
ARTICLE 37
NON-CASH CONSIDERATIONS 1
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.
UBS AG
For the Board of Directors:
Alex Krauer Alberto Togni
Chairman Vice Chairman
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