«for the issue of Open End Index Certificates* Under this Base Prospectus, UBS AG acting through its London branch (the “Issuer”) may, from time ...»
dated 25 June 2012
(a public company with limited liability established under the laws of Switzerland)
acting through its London branch:
UBS AG, London Branch
(the London branch of UBS AG)
for the issue of
Open End Index Certificates*
Under this Base Prospectus, UBS AG acting through its London branch (the “Issuer”) may, from time to time,
issue securities (the “Certificates”, or, as the case may be, the “Securities”, and each a “Certificate” or, as the case may be, a “Security”) governed by German law. The Securities will be based on the performance of an index, as specified in the relevant Final Terms).
Potential investors in the Securities are explicitly reminded that an investment in Securities entails financial risks. Holders of Securities run the risk of losing all or part of the amount invested by them in the Securities. All potential investors in Securities are, therefore, advised to study the full contents of the Prospectus, in particular the risk factors.
The notation of the Securities will be substantiated and determined in the Final Terms.
TABLE OF CONTENTS
I. Issuer specific Risks
II. Security specific Risks
III. Underlying specific Risks
DESCRIPTION OF THE CERTIFICATES
I. Object of the Prospectus
II. Entitlement under the Certificates
[III. Dependency on the Underlying
TERMS AND CONDITIONS OF THE CERTIFICATES
[Terms and Conditions of the Certificates Part 1: Summary of the most Important Features of the Certificates
Terms and Conditions of the Certificates Part 2: Terms and Conditions of the Certificates
INFORMATION ABOUT THE UNDERLYING
ISSUE, SALE AND OFFERING
I. Issue and Sale
II. Offering for Sale and Issue Price [ / Consent to use the Prospectus]
III. [Subscription] [Purchase] and Delivery of the Securities
DESCRIPTION OF THE ISSUER
I. Corporate Information
II. Business Overview
III. Organisational Structure of the Issuer
IV. Trend Information
V. Administrative, Management and Supervisory Bodies of the Issuer
VII. Major Shareholders of the Issuer
VIII. Financial Information concerning the Issuer’s Assets and Liabilities, Financial Position and Profits and Losses
IX. Material Contracts
X. Documents on Display
I. General Note on the Prospectus
II. Form, Governing Law and Status
III. [Listing] [Trading] of the Securities
VI. Use of Proceeds
VII. Availability of the Base Prospectus and other documents
VIII. Documents incorporated by Reference
IX. Presentation of the Final Terms
ISSUE, SALE AND OFFERING
The summary is taken from the remainder of the Base Prospectus. The information in this section “Summary” should be read and construed as an introduction to the Base Prospectus. This section “Summary” should be read in connection with the Base Prospectus and the applicable Final Terms.
Potential investors in the Securities should base any decision to invest in Securities not only on the following information but on all other information in the Base Prospectus irrespective of whether it is set out in, or incorporated into, the Base Prospectus by reference.
Any judicial proceedings in the Federal Republic of Germany (“Germany”) are subject to German Civil Procedural Law (Zivilprozessrecht) as applied by German courts, which, inter alia and without limitation, might require the translation of foreign language documents into the German language, do not provide for discovery and might apportion the costs between the parties different from other jurisdictions and otherwise than as contemplated in any document pertaining to the Base Prospectus. Accordingly, where a claim relating to the information contained in a securities prospectus such as the Base Prospectus is brought before a German court or the court of any other Member State of the European Economic Area (each an “EEA State”), the plaintiff might, under German law as well as under the national legislation of any other relevant EEA State, have to bear the costs of translating, to the extent necessary, the Base Prospectus into German and/or any other relevant language, as the case may be, before legal proceedings are initiated.
The Issuer assumes liability for the contents of this section “Summary”, including any translation thereof, but only to the extent that this summary is misleading, inaccurate or inconsistent when read together with the other parts of, or other information incorporated into, the Base Prospectus.
Who is the Issuer?
Overview UBS AG (“Issuer”) with its subsidiaries (together with the Issuer, "UBS Group", "Group" or "UBS") draws on its 150-year heritage to serve private, institutional and corporate clients worldwide, as well as retail clients in Switzerland. UBS's business strategy is centered on its pre-eminent global wealth management businesses and its universal bank in Switzerland. These businesses, together with a client-focused Investment Bank and a strong, well-diversified Global Asset Management business, will enable UBS to expand its premier wealth management franchise and drive further growth across the Group. Headquartered in Zurich and Basel, Switzerland, UBS has offices in more than 50 countries, including all major financial centers.
On 31 March 20121 UBS's Basel 2.5 tier12 ratio was 18.7%, invested assets stood at CHF 2,115 billion, equity attributable to shareholders was CHF 53,226 million and market capitalization was CHF 48,488 million. On the same date, UBS employed 64,243 people.3 Selected Consolidated Financial Data UBS derived the following selected consolidated financial data from (i) its annual report 2011 containing the audited consolidated financial statements for the fiscal year ended 31 December 2011 (including comparative figures as of 31 December 2010 and 2009), and (ii) its unaudited consolidated financial statements for the first quarter 2012 ended 31 March 2012 (including comparative figures as of 31 March 2011). UBS’ consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and stated in Swiss francs (CHF).
The following information is taken from the UBS's first quarter 2012 report (unaudited) issued on 2 May 2012.
From 31 December 2011, UBS capital disclosures fall under the revised Basel II market risk framework, commonly referred to as Basel
2.5. The Basel 2.5 tier 1 ratio is the ratio of eligible Basel 2.5 tier 1 capital to Basel 2.5 risk-weighted assets. Eligible Basel 2.5 tier 1 capital can be calculated by starting with IFRS equity attributable to shareholders, adding treasury shares at cost and equity classified as obligation to purchase own shares, reversing out certain items, and then deducting certain other items. The most significant items reversed out for capital purposes are unrealized gains/losses on cash flow hedges and own credit gains/losses on liabilities designated at fair value. The largest deductions are treasury shares and own shares, goodwill and intangibles and certain securitization exposures.
UBS shareholders (year-to-date basis). II Operating income before credit loss (expense) or recovery on a year-to-date basis (annualized as applicable) / average risk-weighted assets (year-to-date basis). Based on Basel 2.5 risk-weighted assets from the first quarter of 2012 onwards. Based on Basel II risk-weighted assets for periods prior to the first quarter of 2012.
III Operating income before credit loss (expense) or recovery on a year-to-date basis (annualized as applicable) / average total assets (year-to-date basis). IV Change in net profit attributable to UBS shareholders from continuing operations between current and comparison periods / net profit attributable to UBS shareholders from continuing operations of comparison period. Not meaningful and not included if either the reporting period or the comparison period is a loss period. V Net new money for the period (annualized as applicable) / invested assets at the beginning of the period. Excludes interest and dividend income. Commencing in the first quarter of 2012, UBS has replaced the key performance indicator "net new money" with "net new money growth". The relevant data is included in this table to the extent available in the first quarter 2012 report. VI Operating expenses / operating income before credit loss (expense) or recovery. VII Capital management data as of 31 March 2012 and 31 December 2011 is disclosed in accordance with the Basel 2.5 framework. Comparative data under the new framework is not available for 31 March 2011, 31 December 2010 and 31 December 2009. The comparative information under the Basel II framework is therefore provided, to the extent available in the first quarter 2012 report or in UBS AG Base Prospectus the annual report 2011. VIII BIS tier 1 capital / BIS risk-weighted assets. IX FINMA tier 1 capital / average adjusted assets as per definition by the Swiss Financial Market Supervisory Authority (FINMA). X In the first quarter of 2012, UBS has refined the definition of invested assets. Prior periods have been adjusted accordingly and are included in this table to the extent available in the first quarter 2012 report.
Corporate Information The legal and commercial name of the Issuer is UBS AG. The company was incorporated under the name SBC AG on 28 February 1978 for an unlimited duration and entered in the Commercial Register of Canton BaselCity on that day. On 8 December 1997, the company changed its name to UBS AG. The company in its present form was created on 29 June 1998 by the merger of Union Bank of Switzerland (founded 1862) and Swiss Bank Corporation (founded 1872). UBS AG is entered in the Commercial Registers of Canton Zurich and Canton Basel-City. The registration number is CH-270.3.004.646-4.
UBS AG is incorporated and domiciled in Switzerland and operates under the Swiss Code of Obligations and Swiss Federal Banking Law as an Aktiengesellschaft, a corporation that has issued shares of common stock to investors.
According to Article 2 of the Articles of Association of UBS AG ("Articles of Association") the purpose of UBS AG 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.
UBS AG shares are listed on the SIX Swiss Exchange and the New York Stock Exchange.
The addresses and telephone numbers of UBS AG's two registered offices and principal places of business are: Bahnhofstrasse 45, CH-8001 Zurich, Switzerland, telephone +41 44 234 1111; and Aeschenvorstadt 1, CH-4051 Basel, Switzerland, telephone +41 61 288 5050.
Organizational Structure of the Issuer UBS AG is the parent company of the UBS Group. The objective of UBS’s group structure is to support the business activities of the parent company within an efficient legal, tax, regulatory and funding framework.
None of the individual business divisions of UBS or the Corporate Center are legally independent entities;
instead, they primarily perform their activities through the domestic and foreign offices of the parent bank.
In cases where it is impossible or inefficient to operate via the parent bank, due to local legal, tax or regulatory provisions, or where additional legal entities join the Group through acquisition, the business is operated on location by legally independent Group companies.
Trend Information (Outlook statement as presented in UBS's first quarter 2012 report (unaudited) issued on 2 May 2012) As in recent quarters, progress on sustained and material improvements to eurozone sovereign debt issues, concerns regarding the European banking system and US federal budget deficit issues, as well as continued uncertainty about the global economic outlook in general, will likely have an influence on client activity levels in the second quarter of 2012. Failure to make progress on these key issues would make further improvements in prevailing market conditions unlikely and would have the potential to continue the headwinds for revenue growth, net interest margins and net new money. Nevertheless, UBS believes that its wealth management businesses as a whole will continue to attract net new money, as clients recognize UBS's efforts and continue to entrust UBS with their assets. UBS is confident that the coming quarters will continue to present additional opportunities for it to strengthen its position as, according to its own opinion, one of the best-capitalized banks in the world, and will continue to focus on reducing its Basel III risk-weighted assets and building its capital ratios. UBS has the utmost confidence in its future.
Administrative, Management and Supervisory Bodies of the Issuer UBS AG is subject to, and in compliance with, all relevant Swiss legal and regulatory requirements regarding corporate governance. In addition, as a foreign company with shares listed on the New York Stock Exchange (NYSE), UBS AG is in compliance with all relevant corporate governance standards applicable to foreign listed companies.
UBS AG Base Prospectus UBS AG operates under a strict dual board structure, as mandated by Swiss banking law. This structure establishes checks and balances and preserves the institutional independence of the Board of Directors ("BoD") from the day-to-day management of the firm, for which responsibility is delegated to the Group Executive Board ("GEB") under the leadership of the Group Chief Executive Officer (“Group CEO”). The supervision and control of the GEB remains with the BoD. No member of one board may be a member of the other.
The Articles of Association and the Organization Regulations of UBS AG with their annexes govern to the authorities and responsibilities of the two bodies.