Valued shareholders, ladies and gentlemen, I warmly welcome you to this annual general meeting of UBS Group AG. It is good that after four years we can meet again in person in the St. Jakobshalle here in Basel. I also welcome the viewers who are following the AGM live on the internet in German or English. When we sent out the invitation for today's AGM, we expected that we would mainly talk about our strong results in 2022 and our very solid and successful position. In light of the events of the past three weeks, though, some of you may want to ask questions or provide comments on the acquisition of Credit Suisse, and it is important for us to give room for that.
In the interest of an orderly and efficient conduct of the AGM, I would like you to ask all questions related to the acquisition of Credit Suisse as part of Agenda Item one. In accordance with Article 13 of the Articles of Association of UBS Group AG, I formally open the AGM, take the chair, and introduce the participants who will support me here on the stage today. Starting on the far left for you is Sarah Youngwood, our Group CFO, Barbara Levi, our Group General Counsel, Ralph Hamers, the Group CEO, Lukas Gähwiler, Vice Chairman, and Markus Baumann, Group Company Secretary . i nominate Markus Baumann as the secretary. I welcome the Board of Directors. I also welcome BDO AG Solothurn, which is responsible for the counting of votes, and I welcome the independent proxy, ADB Altorfer Duss & Beilstein AG, Zurich , represented by Dr. Urs Zeltner .
Finally, I would like to welcome the representatives of the statutory auditors, Ernst & Young Ltd , in particular, the lead auditors for the 2022 financial year, and the notary, Matthias Staehelin, from the VISCHER AG, Basel, who will publicly certify certain resolutions of this AGM. On 3rd of January 2023, we published a notice in the Swiss Official Gazette of Commerce and on our website inviting qualifying shareholders to submit their written requests for the inclusion of individual items on the agenda by the 10th of February 2023. No requests were submitted. The invitation to today's AGM was published in the Swiss Official Gazette of Commerce on the 6th of March 2023, which is also available on our website. A personal invitation was sent to the shareholders entered in our share register.
I state that the convening of the annual general meeting was duly conducted in accordance with the Articles of Association and that the annual general meeting therefore has a quorum. As usual, we keep a list of speakers. I ask shareholders who wish to take the floor to register at the speaking desk at the front left of the hall. You will be called for the agenda item you wish to speak on. I would ask speakers to keep to a maximum speaking time of five minutes. Timepieces are installed on the lectern to help you keep an eye on the time. In accordance with Article 17, Paragraph 1 of the Articles of Association of UBS Group AG, at today's AGM, votes will be decided by an absolute majority of votes cast, excluding blank and invalid votes.
An exception to this is the vote on the agenda item 13.2. For this vote, due to the dependence on each other, also agenda item 13.1, a special majority requirement of at least 2/3 of the votes represented and a majority of the par value of the shares represented applies to both resolutions at today's AGM. Finally, I would like to call your attention to the fact that an audio and video recording of the AGM will be made and used as the basis for the minutes and broadcast live on the internet. Ladies and gentlemen, valued shareholders, as mentioned, we will address the planned acquisition of Credit Suisse under agenda item one of today's meeting. Let me nevertheless begin with March the 19th, when UBS announced that it would acquire Credit Suisse. It was a historic day and a day we hoped would not happen.
It is a significant milestone, not only for UBS and Credit Suisse, but also for Switzerland and for the global financial industry. Credit Suisse will no longer be an independent company. It was an icon of the Swiss economy, a bank that played a vital role in the economic development of Switzerland and a global and respected player. We recognize and honor Credit Suisse's achievements over its 167-year history. At the same time, this means a new beginning and huge opportunities ahead for the combined bank and for the Swiss financial center as a whole. Under the leadership of the incoming CEO, Sergio Ermotti, we will build on the strengths of both firms. Let me now look back on the past year. 2022 was another extraordinary year, one marked by tragedy and uncertainty.
The war in Ukraine caused immense suffering and loss, and it continues to do so. It is a stark reminder of how fragile our world is. We also face a multitude of other challenges. Including high inflation, market volatility, and a general rise in geopolitical tensions. Despite the difficult environment, we reported strong results for 2022. Ralph will cover these in more detail. Let me just say that I am proud of our results with all performance figures in line with the targets laid out. Our performance last year once again demonstrated the effectiveness of our strategy, which I will briefly outline for you. Firstly, we are the leading Swiss bank. Our roots are firmly embedded in Switzerland, which will always be our home market. Together with Credit Suisse's franchise, we will continue delivering value to the Swiss economy.
Secondly, we continue to expand our position as the leading wealth manager, particularly through growth in the United States and Asia. They are the largest and fastest-growing regions in the world, and they have great demand for our world-class services rooted in Swiss expertise. The Credit Suisse transaction is expected to accelerate our strategic plans in this area. Thirdly, we have a focused Investment Bank . It is highly competitive in the segments we have chosen to participate in and create synergies with our other businesses. This has not changed with the acquisition of Credit Suisse. In fact, we will significantly reduce the amount of capital allocated to the Investment Bank to below 25% of risk-weighted assets. I repeat, our growth ambitions are centered on wealth and Asset Management . This is a business we know well and which benefits from our Swiss heritage and expertise.
It's also a business with relatively low risks. It will continue to be our key focus for growth moving forward. Having a clear vision and a sound strategy is important, but precise execution is equally critical for success. This transaction is the first merger of two global systemically important banks. This is not in any way an easy deal to do and brings with it significant execution risk. A main focus of the Board of Directors and the management will now be on the integration of Credit Suisse, and this is what has led to our decision to name Sergio Ermotti as Group CEO for the upcoming journey. The integration of Credit Suisse does not mean that other growth initiatives and our efforts in digitalization and sustainability will come to a standstill.
Equally, risk management and control, including operational resilience, conduct, and prevention of financial crime, remain key focus areas of the Board of Directors. Some words on our share price. Our stock has performed well in 2022. It has the highest price-to-book ratio compared with our peers in Europe. It is close to the highest in comparison with our U.S. peers. We remain committed to distributing excess capital for shareholders. We repurchased $5.6 billion of shares in 2022, and we are proposing a 10% increase to the 2022 dividend, which will bring us to $0.55 per share. This adds up to a total shareholder return of $7.3 billion out of a net profit of $7.6 billion. That is a payout ratio of 95%.
Due to the acquisition of Credit Suisse, we have decided to reallocate part of the repurchased shares for the share exchange and to temporarily suspend our share repurchase program. We are committed to resuming it as soon as possible. This is the reason why we have retained the vote on a new share repurchase program on the agenda for today's annual general meeting. In today's annual general meeting, we will ask you for your support for a few recurring and special agenda items, such as our non-financial reporting, the sustainability report. As in past years, you will also vote on the compensation report and the compensation for the members of the Board of Directors and Group Executive Board. we are convinced that we've achieved a fair and good balance between the interests of our shareholders and our employees. Let me now conclude.
Firstly, our strategy is clear and unchanged by the acquisition of Credit Suisse. Secondly, we provide our clients around the globe with the best service, building on traditional Swiss values. Thirdly, we are laser-focused on integrating Credit Suisse. Be assured, we continue to execute and deliver on the other parts of our proven strategy. Finally, I would like to express my gratitude on behalf of the Board of Directors. I first want to express my deep respect and gratitude to CEO Ralph Hamers. I will come back to this at the end of today's meeting. Second, I welcome Sergio Ermotti back to UBS and thank him for accepting this challenge. The Board of Directors has appointed him as Group CEO and President of Group Executive Board, effective as of today. Sergio Ermotti was Group CEO from 2011 to 2020.
He successfully repositioned our firm following the severe challenges arising from the global financial crisis. He is well placed to lead our combined entity. He has both a unique experience and a deep understanding of the financial services industry in Switzerland and globally. We are convinced that this decision will help deliver a successful integration. I also want to thank our clients for their continued trust and confidence in UBS. I want to thank our employees for their dedication and hard work. Change is never easy and can bring uncertainty, but the focus on our clients is more important than ever. I want to thank Group Executive Board for its perseverance, and I would also like to personally thank my colleagues and the Board of Directors, especially for their exceptional commitment over the last three weeks.
Last but not least, I would like to thank you, our shareholders, for your continued support. I know that we've everything it takes for future success. I'm confident that you will be well rewarded for the trust you put in UBS. Thank you for your attention and for your support on the proposals before you today. Let me now hand over to Ralph.
Ladies and gentlemen, welcome to Basel from my part as well. As the chairman has said, March 19 was a shock for all of us, for UBS, for Switzerland. I know that here at UBS we cope well with change. We also know that the acquisition of Credit Suisse will be a major challenge. Given the new priorities associated with the takeover of Credit Suisse, the Board of Directors wanted someone with a different leadership profile to head up the firm. As you know, in the interests of the company and its stakeholders, and in the interests of Switzerland and its financial sector, I offered to step down. Integrating Credit Suisse successfully is the most important task for UBS. I am confident that the new CEO, Sergio Ermotti, with his outstanding record and experience, will lead the firm safely through this next phase.
I am convinced that this takeover will bring with it great opportunities. It is expected to create a business with more than $5 trillion in total investment assets. It will strengthen UBS's position as a leading global wealth manager, operating in the most attractive growth markets and supported by an Asset Management business with enhanced capabilities and invested assets of over $1.5 trillion on a combined basis. In addition, there are the two Swiss banks. This takeover will bring more client assets, more employees, and even more clients, and with all of this, also more responsibility. However, I know that UBS will deal with this responsibility prudently. When I look back on the past year, I see first and foremost pandemic supply chain bottlenecks, high inflation, and central banks rapidly increasing their rates.
Above all, however, we are troubled by this tragic, horrible war in Ukraine, which has brought about so much death and suffering, and continues to do so. All of these events have huge implications for companies and individuals, and therefore also for banking. I have to say that even before this year, we were already pretty busy dealing with exceptional, extraordinary situations. However, turbulent times are also times in which an organization and its people can prove that they are flexible and resilient. I am proud to say that we've delivered as a team, as one UBS. We've supported private clients in the pursuit of higher returns, and when necessary, we realigned their portfolios. We've been there for our Swiss corporate clients by, for example, providing liquidity quickly when they were suffering from the rising costs and energy prices.
New clients have come to UBS because they trust our expertise. At Global Wealth Management, we have attracted net new fee-generating assets worth $60 billion. In addition, we saw $25 billion in net new money flowing into Asset Management . Bottom line is that our results for 2022 were strong. We have a net profit of $7.6 billion, a return on common equity of 17%, and a cost-income ratio of about 72%. That means that we've achieved all our financial targets. I would now like to take a quick look at a few specific results. In our core business of wealth management in the U.S. and Asia Pacific region, we have further strengthened our One Bank approach for clients.
One Bank is the cooperation across all businesses that we have to offer better advice and solutions, especially when it comes to the management of family business, family offices and institutional wealth clients. In Europe and the Middle East, we further strengthen our client relationships with entrepreneurs to support their growth even better. In Switzerland, we consolidated our position as the leading universal bank, especially in the digital realm, in digital banking, where we are the market leader with our UBS key4. The UBS vision is to be regarded around the world as the place that brings everything to do with investing together. On this platform with $4 trillion, and soon it will be $5 trillion, we can combine the strengths of all our business divisions. On top of that, Credit Suisse will bring qualities that further enhance the strong portfolio.
With this flexible model, we are able to offer UBS customers even better solutions, whatever their needs may be. Buying a house, increasing their wealth, or investing in a company's growth. When I look back upon my arrival at UBS in 2020, I saw no reason to rebuild everything. There was no need for restructuring, but for transformation. That's why I initiated a development process to make the bank simpler and more agile for the employees and for our clients, because the bank must remain fit and healthy to survive on the international stage and to be flexible too, because the challenges can change so quickly. UBS needs to be more agile because demarcation lines shift and increasingly become blurred. Not everything can be dealt with in separate silos, as it was the case in the past.
That's exactly why we've had quite a lot of success in recent years with our One Bank strategy. To continue to be successful, we require a culture in which everyone feels like they can contribute to make the bank better together, regardless of their rank or role, and regardless of their country of origin or religion, or regardless of other kinds of orientation. It is even an advantage for the firm when employees come from diverse cultural backgrounds or different universities. People from diverse backgrounds often regard and look at problems and solutions in different ways, and different perspectives produce better outcomes. UBS has made great strides here. For example, in my management team, five of the 12 members of Group Executive Board are women. The percentage of women in posts above director at UBS level was at 28% worldwide at the end of 2022.
We're working to increase that further. In addition, the share of ethnic minorities among employees is increasing, especially in the U.S. and in the U.K. Such a culture, agile, flexible, diverse, also creates a good foundation for the future success of UBS and for the successful integration of Credit Suisse. There's one topic above all others that concerns me. I'm sure the same goes for you. We must take greater care of our planet than we've done so far. Extreme weather events due to global warming are becoming more extreme, we can see it here in Switzerland as well. Just think of the glaciers that are melting at an ever so fast pace. We see tragedies elsewhere as well.
Just remember the haunting pictures of the flood of the century in Pakistan, or the pictures and images from the U.S. where tornadoes in recent weeks have destroyed villages and towns. Whether as individuals or as corporate leaders, it is our duty to do everything in our power to avert harm. Operating on a sustainable basis is important for UBS and for our clients. UBS again occupies a leading position among financial services, service providers on the Dow Jones Sustainability Indices. We have again been included on the Climate A List ranking by CDP, or the Carbon Disclosure Project, which strives to create more transparency in this field. An A ranking, by the way, is good. F is bad. Client interest in impact investing is rising significantly.
In our annual survey, 2/3 of our clients say that sustainability is important to them. Nearly 80% of them expect that they will get higher returns with taking into account sustainability issues. Last year alone, invested assets with a sustainability focus increased by 11%. Especially in uncertain times, many of us are torn between the desire for security and stability, and on the other hand, growth and development. As well, I am convinced that UBS can offer both on a sound foundation, solid banking made in Switzerland. There is no doubt that security comes first because security brings confidence, and without confidence in our line of business, there is nothing. As we all have unfortunately seen. Most esteemed shareholders, this is my last appearance before you. I will be supporting Sergio Ermotti and the Executive Board for a time to ensure a smooth transition.
UBS is a great bank. Let's look at what we have achieved together over the past couple of years. There's quite a lot. Whether pandemic, war in Ukraine or the latest banking crisis, we were always there for our clients and also for our employees, and we supported each other. We always have. We defined our purpose and put a strategy in place that works in every market situation and environment. We have transformed our company, our firm, making it more flexible and simpler, also just a little bit more relaxed. At the same time, we have maintained cost and risk discipline. None of this came at a cost to you, our esteemed shareholders. We have generated record results, and the lion's share of these profits have gone to you. We can all be proud that UBS is so strongly positioned.
Otherwise, a quick solution for Credit Suisse rescue would not have been possible. Looking back on my time at UBS, well, it will be a great pleasure, and I will have many happy memories. That comes thanks to my closest colleagues and the outstanding employees that we have all around the globe. I would like to thank the Board of Directors, in particular, I'd like to thank Colm Kelleher for the good collaboration. A big thank you goes to the Executive Board and my team who have supported me so much during all the changes here. Above all, my thanks goes to our clients for the trust they have bestowed upon us. Thank you, my dear colleagues, UBS employees. You have worked tremendously hard again this year and have delivered a great performance.
I'd like to most particularly thank you, esteemed valued shareholders, for your support and for your patience in listening one last time to me speaking German. Thank you.
Thank you, Ralph, for a very gracious speech. I ask Markus Baumann to provide information on the attendance.
Check-in has produced the following figures. We have 1,128 shareholders present, plus the independent proxy elected by you. On aggregate, they represent 1,898,523,834 share votes, which accounts for 78.91% of all votes and all shares entitled to vote. Pursuant to Article 689 F, Paragraph 2 of the Code of Obligations, I herewith announce to you the following. The independent proxy represents 1,895,317,131 votes, and shareholders in the hall represent 3,206,703 votes. We are keeping a constant tally of the votes present and represented.
Thank you. Before we start with the discussion of individual agenda items, I would like to inform you on behalf of Mr. Zeltner , the independent proxy, that he informed the Board of Directors last Friday in aggregated form about the voting instructions received. This brings us to the discussion of the individual agenda items. Before we start with agenda item one , let me say a few words to the acquisition of Credit Suisse before I hand over to Lukas Gähwiler for some additional background information on the planned acquisition. The deal is expected to close within a few months. Credit Suisse shareholders will receive one UBS share for every 22.48 Credit Suisse shares held. UBS has obtained regulatory agreement on the timely approval of the transaction from the Swiss Federal Council, from FINMA, from the Swiss National Bank, and from additional core regulators globally.
Stabilizing the situation required urgent action, leaving no time to consult shareholders. The Swiss government, therefore, exercised its emergency powers to allow the merger to proceed without the customary approval of shareholders.
Unfortunately, this means it was not possible to seek your consent beforehand. I understand that not all stakeholders of UBS and Credit Suisse are pleased with this approach. However, all parties, and in particular the Swiss authorities, considered this solution the best of all available options. This acquisition preserves the financial center as a pillar of Swiss prosperity. It provides a stable and sustainable solution. Credit Suisse's clients will benefit from the additional value, services, and global reach that a combination with UBS will bring, and the other way around. Whilst we did not initiate these discussions, we believe that this transaction is financially attractive for UBS shareholders. I'm convinced that we made the right choice. By combining forces with Credit Suisse, we are increasing our scale and boosting our capabilities in wealth and Asset Management , and thereby strengthening our position in our asset gathering businesses.
We are re-reinforcing our position as the leading universal bank in Switzerland. We are keeping our Investment Bank right-sized and focused on the areas most relevant to our institutional, corporate, and wealth management clients. The integration of our businesses is expected to take three to four years, excluding the full wind down of the Credit Suisse Investment Bank's non-core portfolio. We expect the transaction to generate an annual run-rate cost reduction of more than $8 billion by 2027. Throughout the merger discussions, our focus was on protecting our shareholders' interests. We believe that we found a good solution. Despite these downside projections, execution risk remains significant. You cannot just put numbers together and reach a sum. You have to understand that there is huge amount of risk in integrating these businesses.
Let me assure you, we are doing everything to execute this deal in the best possible way in order not to let it compromise our financial strength or stability. On the contrary, we expect to remain well capitalized and to remain significantly above our current capital targets after the deal closes. We are confident in our ability to successfully manage the integration of Credit Suisse. Importantly, the acquisition does not change our strategy, but rather accelerates its execution. The transaction helps us grow our wealth and Asset Management businesses, especially in APAC and in the Americas, where we see strong potential. It reinforces our position as the leading universal bank in Switzerland, and it supplements our investment banking capabilities with institutional, corporate, and wealth management clients in global banking. I will now hand over to Vice Chairman, who will provide you with additional background information.
We will then pool our answers to your questions on the Credit Suisse deal.
Thank you, Colm.
Thank you, Colm. Good morning, dear shareholders. I would like to provide you with further points about the acquisition of Credit Suisse. The subject has given rise to many emotions worldwide, especially of course here in Switzerland. I can understand why people are bewildered, even angry. Allow me to add a few words of my own. The last three weeks have been intense for everyone concerned. I myself worked at Credit Suisse between 1990 and 2009. In that period of time, I got to know many outstanding colleagues. I know that especially over recent weeks and months, they've been doing their very best. I can well imagine that many of them are now worrying about their future. We will be keeping people informed regularly and transparently. The announcement of UBS the takeover of Credit Suisse happened just over two weeks ago.
On the weekend in question, we had only 48 hours time to carry out our due diligence. Many questions thus remain unanswered. We don't have answers for those questions as early as now. In anticipation of an important question in this context, question of the future of jobs, particularly in Switzerland, I would like to state the following. All I can say is that it's simply too soon for any speculation. Both banks have to be continued and integrated in the coming years. This actually is a Herculean task that, in the short run, will need rather more people than fewer. In the medium term, it is clear that we have to weigh various options, and in the long run, it is also clear that there will be synergies. Our primary priority is to stabilize Credit Suisse's client business.
We did not go looking for this transaction, but everyone concerned agreed that
A takeover of Credit Suisse by UBS would minimize the damage to Switzerland and insecurity in international financial markets. The first few days since the bailout have confirmed this judgment. Credit Suisse has been stabilized and with it, the Swiss financial industry. However, until the transaction is completed, great uncertainty will remain. That's why we want to keep this period as short as possible and are working at full speed to complete this transaction swiftly and successfully. In the best case scenario, it would happen within a few weeks, but it will probably take a few months. Now we need a period of calm. Sometimes a well-intentioned suggestion about what should be done can lead to unnecessary uncertainty. Relationship managers and advisors need time to concentrate on their work in this very difficult stage, and their work is looking after their clients. What does all this mean for Switzerland?
Let me share my views on the two questions most frequently asked. First, what will happen to Credit Suisse's business in Switzerland? Secondly, isn't the combined bank too big for Switzerland? First of all, to address Credit Suisse's business in Switzerland, as I said before, the transaction first needs to be completed successfully. Only in the next phase will it be a question of making strategic decisions. Essentially, all options are on the table. Before making any decisions, we want to study everything in detail. We're doing this against the background of looking for the best possible outcome for you, our valued shareholders, for customers, for employees, and for the general interests of Switzerland. We're proud that UBS is part of the solution. UBS was already a strong company, strongly rooted in Switzerland, and this new combination will be yet stronger.
Something else that we're certain about is that the Credit Suisse brand will continue to exist in Switzerland for the foreseeable future. The Swiss business is solid and has a strong customer base. We see a lot of potential in it. I'd like to continue by sharing a few facts with you. In Switzerland, there are around 250 banks, there's plenty of competition. The market share of the two major banks has declined considerably since 2003. In terms of mortgages, customer deposits, and also corporate loans, the combined market share of UBS and Credit Suisse is below that of the cantonal banks. If we look at banking relationships, Switzerland's major banks do play an important, but not a dominant role.
According to a survey last year by the University of Lucerne, only just under 20% of the Swiss population consider UBS or Credit Suisse to be their regular bank. That compares to more than 20% for Raiffeisen and almost 30% for the cantonal banks. When it comes to branches, the Raiffeisen group has about twice as many branches as UBS and Credit Suisse combined. You can see, even after the takeover of Credit Suisse, the Swiss financial sector will remain diversified with hundreds of financial institutions that are successful, safe, and trustworthy. Ladies and gentlemen. What is more decisive than absolute size is the business model and the risks on the balance sheet. We as UBS have learned our lessons, and our Investment Bank has been massively reduced.
In the new combined bank, the Investment Bank is to account for 1/4 of risk-weighted assets and is to be fully at the service of our Global Wealth Management and the Swiss Universal Bank. It does make a major difference as to whether you lend a mortgage to Mrs. Meyer here at Allschwil or deal with a complex derivative product with a Korean company over a period of 50 years. The financial sector has been and will remain a central pillar of Switzerland's model for success. We have found a pragmatic solution to safeguard its stability. There's no doubt that Switzerland's reputation as a financial center has suffered to some extent, the Swiss brand remains strong. We as UBS must work long and hard to rebuild that reputation. We're prepared to do so.
On that thought, I will want to close and hand back to Colm Kelleher.
Thank you, Lukas. We now start with agenda item one, the approval of the UBS Group AG management report, and consolidated and standalone financial statements for the 2022 financial year. I would like to mention that the detailed annual report for 2022 is available on our website and could also be viewed at the headquarters of UBS Group AG at Bahnhofstrasse 45 in Zurich. The reports of the statutory auditors, Ernst & Young Ltd for the 2022 financial year, are printed in the financial information and do not contain any reservations. Dear shareholders, I now invite you to the discussion on agenda item one. The first speaker is Mr. Vincent Kaufmann from Ethos from the city of Geneva.
Esteemed shareholders. My name is Vincent Kaufmann. I am the director of the Ethos Foundation. I will speak in English to make sure that our chairman will hear our demands directly. Nice to meet you. Dear members of the board, Ethos today represent numerous Swiss pension fund and other private shareholders. First of all, after three years of general meetings behind closed doors, I am delighted to be able to attend the physical meeting. I guess all of you as well. We see today or yesterday at Credit Suisse how important and necessary this event is. In this respect, we have taken good note of your proposal to include in the article of association the fact that in the future, a virtual meeting could only be held in case of extraordinary events. This demonstrate, I guess, the board willingness to keep this physical meeting alive.
How can we define an extraordinary event? The current takeover of Credit Suisse, for example, could very well qualify as such and thus justify a virtual meeting. Ethos favors the hybrid model, which allows shareholders to choose the best way to participate. Such a model does not require a change in the article of association. That's why we do recommend you to reject the proposition made under point 5.2 today. What brings me today is, of course, the acquisition of Credit Suisse. Thank you also for the very important word you say today that all option are still open for this acquisition. We are aware that UBS did not actively seek this acquisition, but the offer price of $3.25 billion represents 7% of Credit Suisse equity, plus the $16 billion write-off of AT1.
We believe it's quite a good opportunity for UBS. We are concerned about this new giant bank. I would like to mention four worries we have. The concentration of risk on the Swiss market. The exposure of credit portfolio on the two merged bank expose UBS shareholders to major systemic risk. I think in the mortgage real estate, based on the same study you mentioned, it's about 30% of the mortgage market in Switzerland. Just in Geneva, 50% of the mortgage would be held by the combined entity. Systemic risk. The impact of job, of course. According to press report, those synergy you are referring to would potentially cost more than 30,000 jobs worldwide. These social consequences, also in Switzerland, could be dramatic, and the reputation of UBS could also suffer.
In view of the government support and the low price of Credit Suisse, we expect that UBS show social responsibility by preserving as many job as possible and by providing social plan that meet the highest standards. The evolution of remuneration. The combined entity will create one of the larger bank in the world. For Ethos, this will in no way justify any inflation of remuneration. The current plan are already extremely generous. Also competition. In some business, we still believe that in Switzerland, the combined bank will impair competition. We know that competition authorities currently, like us shareholders, had nothing to say about the merger. I guess in a couple of years, they will be able to do their job, and it's possible that they will consider splitting some of the activities.
Dear member of the board, as was said before, all option are open. We want to congratulate the Board of Director, Mr. Ermotti as well, for all his job. During 10 years, you managed to restructure UBS. You are in the position today, you were in a position where you could potentially avoid a worldwide financial crisis. All this success brings you to an excellent position to grow. The acquisition will offer also many opportunities and synergy for international wealth management activities. There will be, however, many challenges associated with this merger, especially in Switzerland.
In order to avoid years to work to merge the two Swiss entities and the numerous risks mentioned above, we ask the board to consider not merging directly the two Swiss entities, and I think you open this direction, and consider a possible spin-off in one or two years of Credit Suisse, some of Credit Suisse Switzerland activities, exactly like Novartis is now doing by the spin-off of Sandoz. We would potentially receive as shareholders a dividend in shares of Credit Suisse, and as shareholders, I think we would be a good winner. Dear shareholders, just a couple of point on the agenda item of today, regarding the consultative vote on sustainability report. First of all, again, we would like to welcome the proposition of the board to do that voluntarily this year.
We regret that the report omits very important information. In terms of sustainability, for example, there is no reporting on the number of cases of violation of the code of conduct. There is no information on gender pay gap ratio, which is compulsory in Europe, for instance, nowadays, or country by country tax reporting. On climate, we think UBS still needs to improve its strategy. We are disappointed that little progress has been made since last year, despite the fact that more than 23% of shareholders voted against the climate strategy last year. UBS needs to improve its disclosure of finance CO2 emissions in corporate lending and asset management business. In view of Credit Suisse acquisition, there is an urgent need to strengthen lending policy to fossil fuel companies.
It is therefore essential to improve transparency, to set limit, particularly in the area of coal and non-conventional fossil fuel, and to set reduction targets compatible with a global warming of 1.5 degrees. For all these reason, we believe that the sustainability report is not sufficiently transparent and that UBS sustainability strategy should be strengthened. We recommend you to reject proposition made under point three. Finally, about compensation. There as well, we believe the compensation remains too high. If you take just the 700 key risk taker last year in 2022, their total remuneration was $1.3 billion, of which $850 million variable compensation. It's too high and imply too much risk-taking.
In view of the excessive variable remuneration, Ethos recommends you to reject the remuneration item submitted under point two, 9.1, 9.2, and 9.3. Thank you for your attention.
Thank you, Mr. Kaufmann. I think some of your points have been addressed by Lukas Gähwiler in his speech. I just wanna make a few comments, if I can. First of all, we're gonna collect all Credit Suisse related questions and answer them at the end of agenda item one. As regards excessive variable remuneration, I believe UBS has a robust governance and compensation approach that reflects the structured development of compensation aligned with overall performance. For Group Executive Board, 80% of incentive compensation is paid out over the next five years and will be impacted by future performance. On the integration and the impact to jobs, as Lukas said, it's too early to talk about that yet, but we're clearly very aware of people's views, stakeholders' views generally.
On the sustainability report, thank you very much for your observations on the report, as we are continually looking to improve it and be best in class in terms of our disclosure. The report is subject to continuous improvement, and we have clearly applied this principle year after year. We've done so markedly in 2022, including in particular on the key topic of climate. I'm now gonna move to the next speaker. Sorry, just on that as well, I'd say one more thing, not least because we are convinced that the net zero transition will prove to be one of the most consequential investment trends in the coming years. We remain focused on helping our clients across sectors and geographies. That includes the mitigation of risks and expanding upon the carbon transitions, but opportunities themselves.
More broadly, we believe that our firm continues to set standards for the entire industry. This is clearly demonstrated by our excellent standing in key ESG ratings . With that, I wanna move to the next question, Mr. Nicolas Goetschel from Montreux. If Mr. Martin Kaufmann could get ready after him, please, if possible. Mr. Kaufmann.
Mr. Chairman, ladies and gentlemen, my name is Nicolas Goetschel. I represent Actares at this meeting. Actares is an association of individual shareholders working for a dialogue with companies, making them responsible and sustainable. Actares would like to ask questions as far as the takeover of Credit Suisse by UBS is concerned. I will not get back to the latest developments, but Actares hopes that the appointment of Mr. Sergio Ermotti will bring back confidence and stability to the group. With Credit Suisse, Actares has referred to the insufficient risk management for years, and two years ago talked about an essential crisis. The restructuring of UBS, Mr. Ermotti , proved that he had risk in the investment banking under control. Taking over Credit Suisse, UBS is now taking over Credit Suisse's risks as well.
Can you guarantee to shareholders that the reduction and management of risk is a key point when it comes to integrating Credit Suisse's activities or reducing them? Now, furthermore, we need to expect that there will be a significant job cut at Credit Suisse. Actares hopes that the departure of many employees will be done socially compatible in the new group. Can you assure that you will attach enough significance to this question, significance that it merits? Actares thanks you. Thanks you for your attention.
Well, thank you very much. On the first point, we recognize the importance of the transition to a low carbon economy. As you know from our sustainability report in 2022, we've made good progress against our net zero ambitions. Our current net zero targets are science-based. Our pathways are built using the IEA net zero by 2050 sector scenarios as a benchmark. These scenarios are aligned with a 1.5 degrees Celsius goal. Additionally, we've had relevant climate metrics go through a detailed independent assurance process. This includes reasonable assurance, which is the highest level of assurance. We believe we are presently among a very small number of major banks globally that has applied this level of assistance, and the same standards will apply in our acquisition of Credit Suisse.
On the issue of jobs, sir, I think we've said where we are on that, and we are clearly aware of how important this issue is for Switzerland. Thank you. With that, I would like now to call Mr. Martin Kaufmann from Meilen for the next question. If Mr. Andreas Nidecker could get ready thereafter, please.
Mr. Chairman, ladies and gentlemen, shareholders. My name is Martin Kaufmann, and I'm from Meilen on Lake Zurich. I am going to talk for just under five minutes, if I may. In addition, I would like to speak for 167 seconds. 16seven years, that's the age of Credit Suisse. I think per annum, it's fair for me to speak for one second as a shareholder, 167 seconds. As a matter of fact, I never wanted to be a shareholder of UBS, nor did I want to be a client of UBS. I never had an account with UBS apart from business accounts or corporate accounts. The way things are now, on Monday morning, March 20th, I grasped the opportunity buying Credit Suisse shares and in particular a lot of options.
I am assuming, and you said it yourself, that Credit Suisse will be reinforced, will be boosted, will be great, and the share price is going to rise. After all, you are doing a good job communicating this today, and I would like to encourage everyone to buy UBS shares and derivative instruments related to them. That is not an investment advice. Do your own research, I tell you. On the takeover, I have a question. Maybe it cannot be answered precisely, how long will the Credit Suisse stock remain listed? Will it be delisted at closing, at the point in time of closing or before that? You said the brand is to be upheld in the market.
Now, I would also like to mention that, in my opinion, it was extremely unwise to make an offer of CHF 1 billion for Credit Suisse. I'm not sure as to whether such an offer was submitted. If it was submitted, I'm taking the liberty of saying this was extremely foolish. Because first of all, this is humiliating to all shareholders of Credit Suisse because they're being told, "Well, your shit is not worth anything." The Financial Times said, "Well, this shit is wiped out. They're being wiped out." This international campaign was provoked by such statement, and it's humiliating also for Credit Suisse's Board of Directors. It was an insult really, given the value of Credit Suisse that you emphasized in your speech.
Given the guarantees from the Swiss Confederation and the Swiss National Bank, it was unheard of to bid only CHF 1 billion. If we take CHF 1 billion and say, "Well, how often—what value is it? Two times, three times, 20 times the value that UBS represents compared to Credit Suisse, but it's CHF 67 billion at the current time that UBS represents as value. This is an audacity that we are showing. It's really harmful for the reputation, and it's also bad for UBS's reputation. Should you not have submitted such an offer, I would then check as to whether a lawsuit should be brought against unknown persons or, in particular, the Financial Times. Well, in my opinion, the minimum offer, a decent offer would have been to offer an earn-out, like in the case of Swissair.
I think Swissair was sold at CHF 70 million, and an earn-out was then offered, which brought in CHF 200 million. Doesn't cost anything at the moment, but. When profit comes in, it's only fair to do that. I didn't understand that this was not done. Maybe the mistake was made by Credit Suisse if they didn't negotiate properly. Now, on the balance sheet, on UBS's balance sheet, I would assume that in your balance sheet there is a crucial mistake, a big mistake that Credit Suisse made as well in their balance sheet. The most important asset on the balance sheet is missing. How can you ignore the most important asset? I don't understand it. The most important asset of a bank is trust. Trust, credit, and that's what's missing in the balance sheet.
I suggest, under the assets of the balance sheet, to add a pro memoria line that's called trust at a nominal value of CHF 1. When trust rises, it will go up to CHF 1.17. If it goes down, it's lowered to maybe CHF 0.53. This item of trust has to be on the books. I think it's got to be an item here to be reported on at the annual general meeting, to be reported on the trust that UBS is enjoying.
Well, I think this takeover price of $3 billion or this swap ratio of 22.48 Credit Suisse shares for one UBS stock, the way you presented yourself to Credit Suisse management and employees, that probably means that we are working, that we are getting started with a malus, with a minus bonus in terms of trust. I would put a figure of $0.47 to it, so there's potential upside for it if you show the shareholders of Credit Suisse and the employees of Credit Suisse that you're worth their trust. Now, the other Mr. Kaufmann, there's at least a third person called Kaufmann, a former member of parliament, Swiss parliament of the Canton of Vaud. Maybe he's going to speak here as well then, and that would be the Kaufmann lectern here.
The former speaker called Kaufmann already mentioned that 700 key risk takers allegedly worked for UBS last years. Key risk takers, I think that's a terrible concept, but it seems to be a technical term in terms of supervisory authorities. My question is, how many risk takers are there? What was the bonus pool in 2021 for these key risk takers? What's the average take-home for key risk takers at UBS? You always talk about the managers ripping everyone else off, but you don't talk about others bringing home decent salaries. In conclusion, I have a sideline remark on legal negotiations. Credit Suisse has a litigation with a blog called Inside Paradeplatz.
Hundreds of pages of legal documents are being drawn up in an action against a small blog that tried to stand up to a big giant in the financial market. Yesterday at the AGM of Credit Suisse, I talked about that and called upon to drop the case on the part of Credit Suisse because it's harmful to the reputation of the bank and might be harmful to the reputation of UBS. I think this could be dropped. Maybe you can talk, have a word with Mr. Lehmann for him to do that, to withdraw the case and declare invalidity or disinterest about the case. That would be a good start of the new bank. These have been my remarks so far. I will come back to speak on item seven, elections of members of the Board of Directors.
Thank you very much.
Thank you very much for your comments. Thoughtful comments and some suggestions there that we will look at. I mean, clearly we are not gonna comment on negotiations concerning Credit Suisse or leaks to newspapers, if indeed they were true or not. Secondly, I totally agree with you on the issue of trust. I think culture defines a bank, and the late great J.P. Morgan said, "It takes generations to build trust. It takes a second to lose it." We take your point very seriously on that. Finally, just on the trading of Credit Suisse shares, my understanding is they will cease trading with the closing of the transaction. With that, can we have our next question, Mr. Nidecker , please? Would Mr. Störi get ready thereafter. Thank you.
Mr. Kelleher, Mr. Hamers' board.
I am happy that unlike others, we don't have to flee our homes, that we aren't poisoned by radiation and can take decisions like today that are essential. As we've seen, the world has changed rapidly in the recent past. COVID-19, the war in Ukraine, the energy crisis, and now the collapse of Credit Suisse. Ladies and gentlemen, there's one threat that will put all the others to shame, a nuclear war. Whether it was initiated intentionally or unintentionally, whether it's locally contained or whether it's global, we all would be victim to that. Our children, the children of our children. Even a nuclear strike by Putin would happen that would destroy our lives, whatever we need to live. UBS would be responsible for that as well. Why? Well, who says that?
I am physician, I am responsible for my co-humans, for all humans, I am part of... I'm sorry. I am a professor emeritus for radiology, I am member of the board of the organization, International Physicians for the Prevention of Nuclear War. Our organization has been awarded the Nobel Peace Prize in 1985. With my colleagues, I have started discussing and analyzing potential consequences of a nuclear war in the late 1980s. We see how immediate death is, destruction and pollution, contamination for the world. Our goal is unattained yet because We want to abolish nuclear weapons. We see here indirectly with our money that this is being supported, this crazy arms race, nuclear arms race. Why?
This large bank, UBS, between 2021 and January and July 2022 invested about $3.3 billion in seven companies that manufacture nuclear wars or components of them, and similar amounts were spent in years before that. US companies and European companies such as Airbus, Boeing, Honeywell, Lockheed Martin, and Raytheon are being financed. Airbus, for instance, builds aircrafts for civil aviation, yes. However, only few people know that they also built nuclear warheads for the French army and military forces. Boeing constructs, besides the Dreamliner, also ICBMs, so ballistic missiles and nuclear warheads, and the B61 hydrogen bombs, and they equip the Trident submarines. UBS, of course, is not alone in this.
In the same timeframe, 306 globally active banks have financed 24 nuclear war producers, manufacturers with a total of CHF 748 billion Swiss francs, you can read up on that on the annual publication Don't Bank on the Bomb report. The armaments industry and the global financial industry are the main driver for such nuclear proliferation. Do we really want that after the fact, you know, our country has signed the international arms for the abolishment of nuclear arms contract treaty in 1977, a treaty that makes sure that also the five large nuclear powers will do everything in their power to promote disarmament. Instead, we see that with the huge sums that are spent, nuclear weapons and weapon systems are being financed, built, and we indirectly participate in that.
In Switzerland, don't we at least want to be more concrete and more specific in our work towards a world without nuclear wars? Our government, our parliament, has already supported the international campaign to abolish nuclear weapons, and we think that when it comes to security policy in the country, that we also should go towards that goal. Shouldn't that also serve UBS if they support that goal? I'm convinced that this would, you know, garner a lot of bonus points for the image of UBS committing to this.
... ethical factors besides economical and ecological ones. Therefore, why not live up to them? Although the risks have never been as high as presently, so far we luckily have not experienced a nuclear war here in Europe. We should ask ourselves today
Given the current real existential threats of a nuclear escalation in the war between Russia and Ukraine, should it not be the interest of UBS to speed up divestment from nuclear weapons producers, just as it is already divesting from the toxic carbon industry? 2, could UBS, as a global player, not use its influence to propose financial divestment from nuclear defense industry for security and ethical reasons, thereby supporting global efforts toward a peaceful coexistence of peoples? 3, finally, in so contributing, would this not pave the way for successful financial activities in a more stable future world? The risk of a nuclear strike has never been as high as it is now, which is why my organization, which is critical of nuclear proliferation, of course, and nuclear wars, wants to prevent them.
We would like to call upon all of you people, you the people responsible at UBS, to follow that goal to promote the disarmament and fight against nuclear wars and the use of nuclear weapons. Thank you very much. That would be the best for our future generations.
Well, thank you very much, Doctor. I can assure you that we take the topic of your intervention very seriously. UBS does not directly or indirectly finance the development, production, or purchase of controversial weapons of companies determined to fall within the Swiss Federal Act on War Material. As regards the development, production, and purchase of nuclear weapons, we have a financing prohibition in place. That means that all dealings with potentially affected companies require a case-by-case assessment of the transaction and of the likelihood that the transaction could be used to circumvent this financing prohibition. Moreover, dealings with potentially affected companies require pre-approval from UBS's Sanctions Compliance Department. That being said, our experts would be more than happy to continue the conversation with you on this very important topic. Thank you. Our next question comes from Mr. Urs Störi from Wollerau. Forgive my pronunciations.
If Mr. Friedrich Duncker could get ready thereafter, please. Thank you.
Mr. Chairman, ladies and gentlemen, dear shareholders, I'd like to be brief, but I have to speed up if I have to be through within five minutes. Buying shares, CHF 3 billion, this is really a cheek, as the previous speaker said. There is CHF 250 billion guarantees from the Confederation. That's a ratio of 1/80 . The market value of UBS today is around CHF 60 billion. That's 1 to 4, a ratio of 1/4 . In my mind, UBS today is a state bank. Today, let me be precise, today is a state bank. Board of Directors, each one of you has an additional mandate now. In particular, Mrs. Böckstiegel, who is with Roche, she has a mandate there, a challenging job, and she is a member of this board.
I ask myself how she can live up to this job here. She will have to be online 24 hours a day. You know the problem with Mr. Schwan. He was on the Credit Suisse's Board of Directors. I don't know what he did in risk management. I think he mixed up assets and liabilities. He's busy. He had his tax return done with PwC, so CHF 40,000 paid by the company. I would have done his tax return for free. CHF 20 million here, CHF 2 million expenses. Submit a proposal to set off. Well, this cost for the tax mandate, that would be a monetary service. Now, how shall I record that? Maybe as an asset not subject to withholding tax. Well, the tax office ought to make sure that everyone can deduct the tax expenses from taxes when they do their tax returns themselves.
Who can do that? I mean, it's unheard of. Then salaries. Mr. Hamers, you make CHF 12.5 million on the basis of 360 days of work. I think that adds up to CHF 35,000 per day. On the basis of 240 days, it's CHF 55,000. Per hour, it's CHF 4,500. Are you happy with that? Can you really make a living on that? Have you ever thought of the social peace in Switzerland, which is in danger in the long run? Have you ever thought of that? How can you make use of CHF 20 million of salary? I don't, I don't know how that works. I think this is really theft, stealing public money.
I would recommend to the Executive Board and the Board of Directors, as we never know when the company's going to go bankrupt, why don't you get your salary on the 1st of January at 12:00 A.M. in advance so that at least you're getting your money? Because you never know whether the company's going to go broke tomorrow. Well, that's true, isn't it? On sanctions, banking secrecy, and so on, there are questions arising. You always emphasize that you do not accept any money anymore that is not where no tax is paid on, and yet CHF millions crop up again with Credit Suisse where no tax has been paid. De facto, banking secrecy has been suspended or lifted. Why don't we abolish it altogether in Switzerland? We don't have to pay withholding tax anymore to Bern.
We shareholders pay billions of dollars every year, and we're getting the money back one year later, and that's free of interest. This profit could at least be fed into Social Security. The whole system would be recovering, you know, on a one day if we did that. The sanctions, only a tenth of the sanctions have been executed. Switzerland is doing things only under pressure, and the same will apply to expropriation of oligarch money. This is not theft. Well, if it's not theft, what else could it be? This money ought to be used for rebuilding Ukraine. Nothing is being done. Nothing is being done in advance, we always do things when there is pressure from the United States of America, and the United States of America puts pressure on because of money that is not taxed.
Why don't you talk about? Why doesn't the Swiss government ask about what they're doing in Delaware, where you can bring your money to Miami, CHF 50,000 , bring it to the bank, no one will ask where this money comes from? I'm sorry. These are various items. I had various items to tackle. Anyway, I hope that finally everything is going to be cleaned up, both in the state and in the banks. I sometimes get the feeling that Switzerland was built up only on fraud, on the basis of fraud. We're using banking secrecy and neutrality to the wrong purposes. Thank you very much.
Thank you for your comments, a lot of which I disagreed with. Anyway, I don't believe there are any concrete questions. I would like to ask Mr. Dümke to come up now, please. After Mr. Bellali could get ready. Please.
Um,
I think I'll have a speech that's about 120 seconds longer. I'm the representative of the employees in the market of Switzerland of UBS. Esteemed Executive Board, members of the Board of Directors, esteemed shareholders, and esteemed employees of UBS. As of March 19, the financial world has changed. It's a different one, now I'd like to share a few thoughts of mine regarding the past couple of turbulent days and weeks. Of course, there were quite historic events that have transpired. I myself am from Berlin. On November 9 in 1989, when I was 23, I lived through a similar situation. At least it's felt like that. In the evening, the phone rang, and friends told me about the fall of the Berlin Wall, and I said, "Lies.
I don't believe it." The next day, in the morning, the world was a different one entirely, as was the case for many other people. At the time, I felt quite a lot of insecurity, uncertainty, now looking back, I know that huge change after such a long time of an emotional roller coaster, has brought about a lot of good. The announcement of the merger of UBS and Credit Suisse on March nineteen has made me feel in a very similar way as I did back then. I did not want to believe initially that that's even possible. Over the past few days, I have received many messages from friends, from colleagues, wishing me a lot of strength, fortune, luck, optimism. Same goes for a lot of or most employees in UBS but also Credit Suisse.
Those wishes are wishes I'd like to pass on to all employees of Credit Suisse and UBS. It is very important to me that we treat each other with respect. At a level footing in the next few months, and that we find fair solutions for the people affected. At UBS, we have a good social dialogue, and we have a fair, considerate social plan. Especially now in this particular extraordinary situation, we have a plan that was extended by two years until 2025. Ladies and gentlemen, the merger of UBS and Credit Suisse underlines that we are going through very challenging times. In the aftermath of the pandemic, and now due to the consequences of the war and other geopolitical tensions, the large economies of the world have seen inflation on the rise. For many employees, that inflation leads to a lack of funds.
We are happy that with our employer, we were able to negotiate for non-management employees a good approach in terms of salaries. Now, considering that inflation might continue, this should continue as well. Everything should be taken into account, especially those people would go first in the next negotiation round that have not received a salary increase this year. UBS and Credit Suisse are facing a big change, a big transition. It's a process, and employees who are part of that process feel like part of the process are extremely important for a successful transformation. UBS can rely on the knowledge and the capabilities of very committed employees at UBS and at Credit Suisse. At the same time, we need a culture of openness, open dialogue and trust. Criticism needs to have its space.
That needs to be healthy, we need to be able to speak up and admit mistakes and deal with them. We are in an increasingly flexible environment in terms of labor. There is a lot of demands, and what that demands of us is that we take care of ourselves as well. We need a healthy work environment, good working conditions. That's crucial. It's important to look at the offerings in terms of healthcare and well-being, and to further expand on that. Working from home, using one's own devices for work requires a financial support as well. Ladies and gentlemen, willingness to cooperate, trust that really is lived in the company among us is something a lesson we've learned in the past, and it's an important crucial factor. The exchange with the employer is something I appreciated very much.
I always have, the employee is at the center as a human, and in the most cases, we find good solutions, fitting solutions for our employees. When it comes to our external social dialogue, we have a good dialogue with the Swiss Bankers Association and of trustees. Ladies and gentlemen, thank you very much, and I can summarize what is important for us. To maintain the workplaces, be able to further expand on further trainings. We want to have good job opportunities in Switzerland for UBS and Credit Suisse, all opportunities for all people at all levels. Focus on management of health and safety, securing that and expand on that. Support families with flexible working models. Clear rules and regulation to work in a healthy environment. An open culture for discussion and dialogue and trust.
Last week, the Board of Directors has communicated that our CEO will pass on his mandate to Sergio Ermotti. On behalf of all employees, I would like to thank Ralph Hamers. In these past two years, he has changed the mentality at UBS. He has given great inputs. In addition, he has initiated a change in corporate culture, something I find very refreshing. Thank you very much for this path we've been able to do together, for the open discussions, for your willingness to take into account what is important to us as employees. That is something that we've always appreciated. The internal social dialogue and partnership has been very good. On behalf of the employees, I'd like to welcome Sergio Ermotti. I am convinced that this good, solid internal social dialogue will continue under him. When you left at the time, I said the following.
I thanked you for, and now I quote, "The very good social dialogue." That's something that top management also forges and promotes, and it is a culture with an inch that we live, that we very much cherish, and it's something that's integral to UBS, if we could continue there. Ladies and gentlemen, I'd like to conclude. When I have an exchange with employees, I see committed, motivated employees. And they have line managers are also responsible. Together they demonstrate excellence, great know-how, and provide great services to our clients. In this way, they contribute to the success of the bank. Employees will always be, are, and will always be the key to success in wealth. For them, really, we owe them a great thanks. Banking is people. Don't forget that. Thank you very much.
Thank you, sir, for those words. We are committed to adhere to our existing social plans and partnerships with employee representation. Supporting employee health and well-being remains a priority, and we further expanded our offering in 2022. We are committed to helping employees thrive in their current roles and deliver sustainable performance over time. Thank you. With that, it's Mr. Bellali, please. If Ms. Martin could get ready. Thank you. No? Mr. Bellali? No? No?
I'm Ms. Martin, just here.
I worked that out.
Dear board, dear shareholders, my name is Jeanne Martin, and I'm here on behalf of ShareAction. We're a UK-based responsible investment charity. We've been engaging with the team at UBS on climate-related issues since 2016, and we thank them for their time and for the helpful exchanges that we've had over the last few years. Today, UBS is hosting a vote on its sustainability report. Here at ShareAction, we've had a look at the climate pillar of this plan, and I wanted to share some of the highlights of our assessment so that it can inform your votes later on. I'll also touch on the merger afterwards. Here is our assessment.
Despite an aggressive financed emission reduction targets for its fossil fuel lending portfolio, UBS's target doesn't include the bulk of the financing that it helps provide to oil and gas companies with expansion plans, and for us, that's an issue. Secondly, UBS has developed a leading framework to identify and report on climate-related risks, but it's unclear to us how this is integrated into the review of their clients' transition plans. Thirdly, the third kind of pillar of our assessment is that UBS sadly continues to have one of the weakest fossil fuel policies amongst large European banks. Our position at ShareAction is that shareholders should vote against UBS's sustainability plan.
You might wonder why I have focused on UBS's current climate strategy, given that its exposure to climate-related risks and impacts is likely to change significantly as it acquires Credit Suisse. That's exactly the point. As they stood pre-merger, the two Swiss banks had some of the poorest climate strategies in Europe. Our own research, which was published in December 2022, found that Credit Suisse ranked 20th out of 25 of Europe's largest banks, and UBS ranked 24th out of those 25th bank in terms of their climate strategy. The merger might therefore expose shareholders of the newly merged entity to a concentration of climate risks without a robust strategy to address those.
To give everyone a sense of what's at stake, firstly, UBS will be inheriting Credit Suisse's important coal client base, but UBS remains one of the only European banks without a coal phase out commitment in place. This is concerning because Credit Suisse's coal financing levels are some of the highest in the European banking sector. Secondly, UBS's current financing of fracked oil and gas is minimal, but its exposure to the sector, which faces important climate transition risks, could increase significantly when it acquires Credit Suisse. Credit Suisse is one of the largest providers of financing to fracking companies in the world, and several of its largest oil and gas clients are pure-play fracking companies that are not only significantly exposed to climate transition risks but have also been accused of breaching indigenous people's rights and causing environmental degradation.
At present, UBS does not currently have a policy on fracking and therefore seems ill-equipped to deal with Credit Suisse's fracking client base. Another point is that UBS has not included a key type of financial service known as capital markets facilitation in its net zero targets and disclosures. That's a key loophole of UBS's strategy because we have shown that 93% of the financing that UBS provides to top oil and gas expanders was through capital markets activities. Notwithstanding uncertainty about the future of Credit Suisse's Investment Bank , this gap could be exacerbated by the acquisition of Credit Suisse. To recap, the merger could significantly transform the climate risk
impacts faced by the new UBS. My question to the board is, will you today publicly commit to make climate change a core pillar of the strategy of the newly merged entity? Will you commit to publishing a new climate strategy that address the concerns that I've laid out today soon after the merger is completed? Thank you.
For the record, at UBS, we recognize the importance of the transition to a low carbon economy. We believe we have a strong and ambitious climate strategy in place. We are taking actions accordingly, including through the implementation of our net zero ambitions. As you will know from our sustainability report in 2022, we made progress against those ambitions, and we will continue to do so as set out in our climate roadmap. A key component is supporting our clients on their own transition journeys. We remain their active partner, helping them to harness climate opportunities in the low carbon transition. To provide the necessary important transparency, we have further embedded the recommendations of the Task Force on Climate-related Financial Disclosures in our reporting. Importantly, our performance has again been recognized by key ESG ratings.
We are in fact one of the few banks that is in the top group of CDP, the most important climate rating. With regard to the acquisition of Credit Suisse, bringing together the best of both firms' capabilities in the sustainability space, and particular benchmarked against UBS' will be a critical part of our integration plans. Thank you. The next speaker will be Ms. Kelly Shields, followed by Mr. Bühler. Ms. Kelly Shields from London.
Good morning, everyone. My name's Kelly, and I'm asking this question on behalf of ShareAction. With the merger of UBS and Credit Suisse, UBS will be taking on more exposure to high carbon sectors, most problematically to the fracked gas sector, where Credit Suisse is currently the second biggest financer in Europe. It is good that UBS currently has little exposure to this unconventional oil and gas sector, which poses higher environmental and social risks. However, I want to understand how UBS plans to manage these new risks going forward. ShareAction has been working with a number of frontline activists fighting against fracking and its related infrastructure being built in their communities. Their stories show alarming issues with banks relying heavily on information from gas companies and failing to be aware of or to act on significant community concerns.
For example, Credit Suisse has been involved in directly financing NextDecade, which is intending to build the Rio Grande Valley LNG terminal, processing fracked gas from the Permian Basin. This project has been opposed by the community surrounding it since its inception, and they have highlighted indigenous rights violations, such as the potential destruction of a sacred burial site and lack of consultation with the Carrizo/Comecrudo Tribe of Texas. They have also raised concerns about air pollution, degrading local fishing and nature tourism industries, and destroying wildlife refuges. A lawsuit victory by the communities is forcing the regulatory agency to review environmental and climate impacts of the project. The risks are clear, so much so that just last week, Société Générale pulled out of financing the Rio Grande LNG project.
We have also worked with Oli, an indigenous leader in her community in Mexico, who has been fighting against the Tuxpan-Tula pipeline that would cut through her village and many others. TC Energy, formerly TransCanada, claims it respected the right of free, prior, and informed consent of indigenous people for the project. However, this is not what Oli experienced on the ground. Instead, she says that they were only informed of the project when people came into her village to assess which houses they might knock down. During a consultation meeting, her and her community were intimidated by armed guards. I'm sure you can agree this does not sound like free, prior, informed consent, and breaking these human rights principles should be considered a social and reputational risk for banks financing fossil fuel companies.
One solution to this problem of incoming clients could be that UBS introduces a kind of ESG stress test on the new clients it's receiving from Credit Suisse to assess if these clients or the projects that they're involved with cause environmental and social harms to local communities. UBS could also create a robust policy on fracking to complement its previous low appetite for the sector and set clear expectations to the Credit Suisse client base. Mr. Hamers, you mentioned in your opening speech that more clients means more responsibility and that UBS will deal with these prudently. Therefore, my questions are: Will UBS commit to undertake an ESG stress test on clients it is inheriting from Credit Suisse? Secondly, will UBS commit to updating its policy on fracking and the midstream infrastructure associated with it?
I'd really appreciate direct answers on this, not sort of general statements on your climate policy, please. Thank you.
Well, thank you for those suggestions, we will carefully look at them. We don't make general statements on our climate policy because we believe we are committed to our sustainability strategy, which we have laid out. We already apply a stringent sustainability and climate risk policy framework. Our comprehensive sustainability and climate risk standards regulate the relationships with our clients and suppliers. They are implemented throughout the group, and they also cover our commitment to respecting and promoting human rights. We believe this is a responsible approach underlining our desire to reduce as far as possible potentially negative impacts in society. In specific response to your suggestion, as we bring the businesses of the two banks together, we will conduct careful analysis of the sustainability and climate-related risks, which must be considered moving forward. Hopefully, that's specific enough for you, ma'am. All right. Thank you.
With that, can we go to Mr. Bühler from Winterthur, and if Mr. Steffen Zürflüh will get ready thereafter, please.
Guten Tag, sehr geehrte UBS Aktionäre-
Hello, dear UBS shareholders, members of the Board of Directors, and the Executive Board. A special welcome to our co-shareholder and again CEO, Sergio Ermotti, and I would like to thank his predecessor. Finally, the most well-dressed person in Switzerland is back with us. This was what I said at the annual general meeting of UBS in 2018. Don't forget, the content is always more important than the packages. His monster job in the new monster bank, UBS and Credit Suisse, is to begin tomorrow. That's a great pleasure. That's a great pleasure to everyone.
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Fortunately, my crystal ball keeps working despite the danger of a blackout and other storms. Yes, blackouts in the brains of bankers cause larger damage, as examples in the world and Switzerland have shown.
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Are we over with James Bond commercials in Swiss banking?
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These are my proposals from the crystal ball. Major challenges first for Sergio and his colleagues at all levels of UBS and Credit Suisse, integrating the new organization, higher equity, separation between commercial investment banking. Is that require or smaller treasury activities, or will it be helpful if SNB only accounts for about 10% of the money? Would that be the best possible solution? I think it will take patience and time, as Mr. Gähwiler said before. After all, Rome wasn't built on day one. Secondly, what is even more promising is that money has to become a legal tender anymore, and it's not something that carries value or can be multiplied. Third point is that the crystal ball has shown that Sergio Ermotti and his team will successfully stand these quality tests and special operations and be successful.
Fourth, the crystal ball recommends a good hand selecting new and old employees and the best of them. A humane reorganization is required. Don't be deceived by people wearing nice ties. It's maybe difficult to interpret the Swiss words that I'm using, but after all, we're a Swiss bank. Fifth, trust and certainty are fundamental requirements for a successful bank. To save the Swiss financial industry, maybe we could dress like this in a good Swiss way. That would be. Well, these are my suspenders. Maybe that would be a good idea for gangsters not to take our trousers down as rapidly to the bankers. Sixth, maybe we ought to think about the bonus payments that destroy any ethics and are not in line with quality performance. The contrary is true.
Risk appetite is being triggered because the profit is pocketed and the losses are taken over by the public at large. Seventhly, at future and the general meetings of UBS, the compensation report will have great surprises. We hope for the financial industry in Switzerland to be rescued, and as a result of this, the CEO will not be the best paid banker of Europe, formerly Sergio, at CHF 13.3 million, but he wants to be the best paid banker worldwide, beating Jamie Dimon at CHF 31.6 million. let's wait and see. We shareholders have a say in that. We can correct the situation with our voting right. The gold ball instead of the crystal ball, tells me that UBS is going to be back to the top of the world ranking, and Mr. Gähwiler confirmed this.
That's the end of what the crystal ball said. The rock bottom price for Credit Suisse and the many guarantees that we're getting of around CHF 259 billion seem to indicate that things may turn out well. It would be nice when UBS distributed money, they would think about shareholders. After all, they bear the true responsibility for the money. If we're self-critical, higher share prices and higher dividends would satisfy our modest greed for money to some extent. Credit Suisse was established in 1856 in a turbulent period of time. Slightly before that, in Flawil, where I was born, we had a major demonstration with more than 8,000 men. My great-grandfather took part in it in 1836.
The name of Flawil was used as a surrogate for the word demonstration and became a precursor of the foundation of liberal Switzerland in August 1848. I'm not making any motion, tabling any motions today because the crystal ball told me that too many people have already said yes to most of the motions in the run-up to this AGM. I want to Flawilize here today. Sergio Ermotti will be held responsible for cleaning up the financial industry. He can take good examples from successful small and medium-sized enterprises. Salary and bonus systems have to be adjusted to human conditions, then you finance people can return to what I call a decent society.
Sergio Ermotti and his team will have a great opportunity in the history of mankind to go ahead with a great change of times in the history of the finance world. You will go down in the history of finance and become worthy successors to Alfred Escher. Thank you very much for implementing this.
Thank you for your comments and also telling us about your crystal ball predictions. We appreciate it. Can we have Mr. Zürflüh please from Baden, and then Mr. Hustek will get ready thereafter.
guten Morgen oder sagen wir lieber guten Mittag.
Good morning, or maybe already ready for lunch. I think we're all waiting for that, but still, I will give a speech regarding public space. Credit Suisse has many assets, and part of that are also shopping centers. We don't know which ones exactly. One of those shopping centers, there is a security firm, Securitas. I'm sure you're all familiar with them, security people who basically suppress all kinds of human expression. That happened to me at Trafo in Baden, a building. I don't know if that's part of what they own, but I was actually chased away by security because I took out my guitar and I wanted to sing a song. When I didn't want to leave immediately, they called the police on me against a little singer-songwriter like me. We really have to ask ourselves, where is this going?
Is money more important than the human? How do we want to live? Do we all want to live in a boring, very monotonous world? In the end, is the money more important than the human? Well, I have a song. I wrote a song, Trafo Trauma. It's on my website, zuerflueh.de. There's also a concert you can access regarding the topic of publicity. I will leave you to enjoy this in its original form. The money. I want to get the money back that resists all human temptation. I think we really need to talk to each other, and we need to put the human first. Then the end of the song. I believe that we need to take a hard look at what future we want to have.
A future in which capitalism or today this so-called consumerism is more important than human encounters. Do we want that? I'd like to ask UBS for two things. For one, I'd like to ask to public online where UBS has stakes, and then to answer my letters. I think that's human decency. Third, C, I'd like to have an assessment by the members of the Board of Directors whether the human is more important or the money. I want an honest answer. I think it's the money. Thank you. Goodbye.
Thank you for that. Can we have Mr. Hustek please, followed by from Bern, followed by Mr. Widler of Zurich.
Madam, sir, first of all, thank you very much for the coffee and croissant this morning. As you know, many voices in politics are saying that UBS is becoming too big for Switzerland. My question is, are you planning to transfer the headquarters to the United States or any other country if the Swiss authorities decide per emergency measure or other coercive instruments to split the Swiss part of CS?
Well, we are committed to Switzerland, and have said so publicly. As regards what's happening with the Swiss part of CS, it will clearly be part of Switzerland. There are various options that we're looking at. We need to complete the deal first. We need to stabilize the situation, and we will review those options as Vice Chairman went through. Thank you for your question. Mr. Widler from Zurich, please, and then Mr. Schütz from Münsingen thereafter.
Ladies and gentlemen, Daniel Widler from campax.org in Zurich. Campax is very engaged and focuses on sustainability. The day after the CHF 50 billion support loan by the Swiss National Bank, Credit Suisse has signed a big loan for Duke Energy, that is $9 billion, with 12 other banks. UBS does not finance any more electricity producer from coal Duke Energy since 2018. Would UBS step up? Please, please do not invest in fossil energy. Please, please. Thank you.
As I pointed out to a couple of previous speakers, we recognize the importance of the transition to a low carbon economy and are committed to it. Our strong and ambitious climate strategy remains in place. In 2022, we presented our climate roadmap out to 2050. We've made progress against the interim targets which we set for priority sectors, including fossil fuels and power generation. I'd like to emphasize that our lending exposure to the most carbon intensive sectors is low compared with our peers, and that we have continued to reduce carbon related assets on our balance sheet. Again, as I noted before with regard to the acquisition of CS, bringing together the best of both firms' capabilities in the sustainability space will be a critical part of our integration plans, which means that UBS sets the minimum standard.
Let me emphasize again that UBS already applies a stringent sustainability and climate risk policy framework. As we bring the businesses together, we will conduct careful analysis of the sustainability and climate related risks, which must be considered moving forward, and there will be no dilution on the part of UBS. Thank you, sir. the next question is Mr. Martin Schütz from Münsingen, I believe.
Hello, Mr. Kelleher. Hello, everyone. This actually is my first annual general meeting in my life. I inherited UBS shares from my mother. After the collapse of Credit Suisse, I've become aware that we need to take action. I've become aware of the responsibility all of us shareholders have in this hall. We need to learn the lessons from the Credit Suisse disaster. We need to radically change the culture of bonuses, the wrong incentives, otherwise we'll be waking up one day with UBS having gone down the drain. The new CEO, Sergio Ermotti, when announcing his new position, said that there was no such thing as too big to fail anymore, but only too small to survive, then that fills me with a very bad feeling, as if he had missed the demise of Credit Suisse. Therefore, my question to Mr.
What lessons are you learning from the collapse of Credit Suisse? This is nothing to do at all with UBS in your opinion?
Well, briefly, I do believe there is a too big to fail regime in place, and I do believe that it is effective. In the case of Credit Suisse, the choice was whether we put it into resolution or whether we stepped in and acquired it. It was our opinion, looking at what had happened, that it was safer for financial stability and soundness and for the reputation of Switzerland to acquire Credit Suisse. That does not undermine the too big to fail regulations, which I firmly believe are in place and are operable. We made a choice on behalf of Switzerland, UBS's position in Switzerland, and on the global financial system as to what the best course of action was. Hopefully, that answers your question. Thank you. I don't believe there are any more questions now on agenda one, right?
Maybe some answers.
Okay. I did receive these questions, right?
Oh, they came in, but they were-
Okay. reading them out, one from Actares. By taking over Credit Suisse, UBS is also assuming its risks. Can you assure shareholders that reducing and controlling these risks will be a central point when it comes to integrating or reducing Credit Suisse's activities? Indefatigably, yes, we will be reducing these risks. We are looking at a bigger and better UBS, focusing on the things that we do well, we will be running down these risks as quickly as we possibly can. We will not be enticed by lines of business just because they're new risks. The second question is, significant job cuts are to be expected at Credit Suisse. Actares hopes that the departure of many employees within the future group will be done in a socially responsible manner. Can you assure that you will give the issue the importance it deserves?
It is a main priority for the Board of Directors and the executive of UBS to address this with all our stakeholders in the most responsible and socially responsible manner that we can. The, I did think I answered the other question about the share in CS remaining listed. It will remain listed until the transaction closes. Thank you. With that, I now close the discussion on agenda item one. I'm now gonna ask Markus Baumann to briefly explain our voting device before our first electronic vote. Markus.
Dear shareholders, many of you are familiar with the televoting device. I'll be brief. As soon as a new vote comes up, the screen will automatically come on, and the colored touch screen will be dimmed after three minutes and extinguish completely after that. Anytime you can touch the screen or press the red button on the side to reactivate the device. Under the language symbol, you can change languages, and under the symbol of Meine Wahl, you can check up on how you voted on the individual items on the agenda. The symbol Info will show you your personal shareholder information, and you can see how many votes you are representing. Briefly, before a vote, the item will be shown on your televoting system. When you touch the green button on your screen, you'll be voting yes.
The red surface is for a no vote, and the amber button is for abstention. If you have made a choice, the televoting system will vibrate to confirm it, and the button of your choice will be ticked. A tick will be shown, and the areas not chosen will be dimmed. Should you press the wrong surface area button, you can change your vote within the time available by simply pressing another button. As soon as voting time is up, it's no longer possible to correct your vote. When the voting time is up, the screen will show which choice you've made.
Thank you. We proceed to vote on agenda item one. The Board of Directors proposes that the management report for the 2022 financial year and the UBS Group AG consolidated and standalone financial statements for the 2022 financial year be approved.
First vote is on. The voting time of 10 seconds runs from this moment. Time is up. Bear with me for a few seconds until the results will be shown on screen. As you can see from the screen, 99.21% of the votes have been in favor of the board's motion.
The AGM approved the motion of the Board of Directors. Agenda item two, the advisory vote on the UBS Group AG compensation report. Dear shareholders, your views, suggestions, and questions regarding our compensation are being heard. A regular exchange with our shareholders on the developments and trends in the areas of compensation and corporate governance is of the highest importance to us. A proactive and intensive exchange of this kind already took place over the past year when we received positive feedback on our compensation framework. We made no material changes to our compensation approach in 2022. We are convinced that our compensation framework remains well suited to provide support for our ambitions for the group. It is strongly geared towards our strategic priorities and the interests of our shareholders.
The compensation framework supports our philosophy of pay for performance beyond business cycles, and thus incentivizes both annual and longer term performance. In addition, it reinforces our attractiveness as an employer when competing for the best talent. Alongside these aspects, our process for determining the compensation takes into account environmental, social, and governance goals that are linked to our sustainability priorities. We take equal pay seriously. We've enshrined clear commitments to pay equity in our global compensation policies and practices. Since 2020, we've been certified according to the standards of the EQUAL-SALARY Foundation for our human resources practices in Switzerland, the U.S., the U.K., Hong Kong, and Singapore, covering more than 2/3 of our employees worldwide. I open the discussions on agenda item two. There are no speakers for agenda item two. With that, we will proceed to the advisory vote.
The Board of Directors proposes that the UBS Group AG compensation report for 2022 be ratified in an advisory vote.
I herewith open the vote. Voting time again is 10 seconds. The countdown begins now. Results will be shown in a minute on the screen behind me. As you can see from the screen, 85.6% of the votes are in favor of the board's motion.
The AGM has approved the group compensation report for 2022. We continue with agenda item three, the advisory vote on the UBS Group AG Sustainability Report for 2022. As our sustainability report shows, we made good progress with the implementation of our sustainability strategy in 2022. Thus, we remained on our long-term growth trajectory for sustainable investments in spite of the fact that 2022 was a difficult year for the financial markets across all asset classes. For sustainability issues, climate change remains the main focus of both the economy and society. We remain convinced that the trend towards net zero will continue over the coming years. With the geopolitical events of 2022, the debate surrounding fossil fuels in particular moved to center stage.
Global concerns about energy security show that fossil fuel production will remain necessary even if a shift towards alternative solutions is taking place. The say on non-financial reporting brochure that was attached to the invitation provides you with a summary on key non-financial matters, including environmental issues and our actions on climate, our focus on social impact, our commitment to our employees, our management of sustainability, human rights and climate risks, and anti-corruption measures and measures to prevent money laundering. More details on our entire approach to sustainability are provided in the UBS Group AG Sustainability Report 2022, which can also be accessed online on our website. At the 2023 AGM, we ask our shareholders for a voluntary advisory vote on our sustainability report.
It describes our sustainability strategy and ambitions, the associated governance, the milestones we have achieved, and our activities pertaining to key non-financial matters in 2022. Beginning with the 2024 AGM, a vote on reporting for non-financial matters as set out in the current Swiss Code of Obligations will be required. I note there are no speakers for agenda item three, with that, I would close the discussion. The Board of Directors propose that the UBS Group AG Sustainability Report for 2022 be ratified in an advisory vote.
I herewith open the vote. Voting time, 10 seconds, is on.
Time is up. The results will be shown on screen shortly. As you can see from the results shown, 81.3% of the votes are in favor of the board's motion.
The AGM approved the motion of the Board of Directors. We continue with the agenda item four, which is the appropriation of total profit and distribution of ordinary dividend out of total profit and capital contribution reserve. The course of business in the past year is described in detail in our annual report. The appropriation of profits proposed by the Board of Directors can be found in the invitation to the AGM. On this basis, the Board of Directors proposes an ordinary dividend of $0.55, $0.55 in cash per share. This distribution is to be made in equal parts from the total profit and from the capital contribution reserve.
Based on the applicable exchange rate, the cap of CHF 3.366 billion applicable to the total amount of the dividend distribution has not been exceeded today and therefore does not have an impact. There are no speakers for item four. With that, we will proceed to the vote on agenda item four, which is the Board of Directors proposes to allocate $3.419 billion or CHF 3.373 billion respectively of the total profit of UBS Group AG for 2022 of $4.389 billion or CHF 4.271 billion respectively to the voluntary earnings reserve.
The Board of Directors proposes, in addition, the distribution of an ordinary dividend of CHF 0.55 in cash per share of CHF 0.10 nominal value, half from the total profit and half from the capital contribution reserve.
I herewith open the vote. The voting time is on now. The results will be shown on the screen behind me in a minute. Here are the results. The board's proposal has been approved by 99.7%. This is about the ordinary dividend payout from total profit and capital contribution reserves, as well as appropriation of retained earnings.
The AGM approved the motion of the Board of Directors. We proceed to agenda item five, the amendments to the articles of association. The changes we have made to the articles of association result mainly from the amendments to the Swiss Code of Obligations that came into effect on January 1, 2023. Among other things, the amendments bring Swiss corporation law in line with the economic needs of businesses today and strengthen shareholders' rights. They lead to greater flexibility with regard to capital and modernize the ways in which general meetings can be held. In the brochure of the articles of association, we have set out all the proposed amendments in a comparison. Let's begin with agenda item five.1, the amendments related to the general meeting.
The proposed amendments to Section 3A of our articles of association comprise, among other things, the manner in which the corporation's reports may be inspected, the threshold for convening extraordinary general meetings, and the option to hold hybrid general meetings. We proceed to agenda item five.2, the vote on virtual general meetings. The proposed new Article 10A, Paragraph 2 of the Articles of Association provides for the option of holding a virtual general meeting. UBS does not intend to hold its general meetings in a virtual format and proposes to provide for this option only in exceptional circumstances. If a virtual general meeting takes place, UBS will establish and disclose clear procedures. The Board of Directors will ensure that the shareholders have the same rights as in a traditional physical or hybrid general meeting.
We proceed to agenda item five.3, the amendments related to the Group Executive Board, and compensation of the members of the Board of Directors and Group Executive Board. the proposed amendments relate to the sections Group Executive Board, and compensation to the members of the Board of Directors of Group Executive Board and are explained in detail in the brochure. We finally proceed to agenda item five.4, the general amendments. The proposed general changes to the sections share capital, financial statements and appropriation of profit reserves, and notices and jurisdiction are also explained in detail in our brochure. There are no speakers for this, so with that, I close the discussion, and we proceed to the votes on the agenda items 5.1 to 5.4.
Do we do them all together?
Yeah.
Okay. 5.1, the Board of Directors proposes the approval of the amendments, deletions, or supplements in Section 3A, General Meeting, excluding Article 10A, Paragraph 2 in the Articles of Association, as reflected in the brochure. 5.2: the Board of Directors proposes the approval to include the option to hold general meetings by electronic means without a venue in exceptional circumstances in accordance with Article 10A, Paragraph 2 of the Articles of Association as reflected in the brochure. 5.3: the Board of Directors propose the approval of the amendments, deletions or supplements in Section 3B, Board of Directors, Section Group Executive Board, and Section 5, Compensation of the Members of Board of Directors of Group Executive Board to the Articles of Association as reflected in the brochure.
5.4: the Board of Directors propose the approval of the amendments, deletions or supplements in Section 2, Share Capital, Section 4, Financial Statements and Appropriation of Profit Reserves, and Section 6, Notices and Jurisdiction to the Articles of Association as reflected in the brochure.
These four votes will be conducted in one go. As soon as voting time is on, the four votes will appear on two pages of your televoting display. With the arrow at the bottom right, you can scroll to the next page. The arrow on the bottom left takes you back, and the voting time will be 20 seconds. Voting time is on now. Results will be displayed any minute. Here are the results. 97.5% have approved 5.1 annual general meeting. 77.7% have approved 5.2 virtual AGM. 96.65% have approved 5.3 Board of Directors Executive Board compensation. 97.62% have approved 5.4 general amendments.
The AGM approved all motions of the Board of Directors, the amendments to the Articles of Association. I would ask the notary, Mr. Staehelin, to kindly certify the result of agenda items 5.1, 5.2, 5.3 and 5.4. We proceed to agenda item six, the discharge of the members of the Board of Directors of Group Executive Board for the 2022 financial year. The Board of Directors proposes that discharge be granted to the members of the Board of Directors of Group Executive Board for the 2022 financial year, as in the previous year, excluding all issues related to the French cross-border matter.
The names of the persons who sat on the Board of Directors of Group Executive Board of UBS Group AG in the 2022 financial year and whose discharge will therefore be voted are now displayed. There are no speakers for item six. With that, the affected members of the Board of Directors of Group Executive Board of UBS Group AG are excluded from this vote. The Board of Directors propose that the discharge of the members of the Board of Directors of Group Executive Board for the 2022 financial year be granted, excluding all issues related to the French cross-border matter.
Voting time is on now. 10 seconds running down from now. Thank you. Waiting for the results. Bear with me. As you can see from the screen, 93.8% of the votes are in favor of the board's motion.
The AGM approved the motion of the Board of Directors. We proceed to agenda item seven, the reelections of the members of the Board of Directors. Because the term of office of members of the Board of Directors is one year, all members who make themselves available for the further term of office must be reelected. I would like to thank all colleagues who are standing for reelection. Given the workload and great responsibility they carry, this cannot be taken for granted. We will now briefly present all members of the Board of Directors who are standing for reelection. The detailed CVs and mandates and listed and unlisted companies held by members of the Board of Directors standing for re-election can be found on page 149 of the German version of the annual report. Let's begin with agenda item 7.1.
I will now ask Lukas, Vice Chairman, to conduct the procedure for my re-election as member of the Board of Directors, and the same time, as chairman of the Board of Directors.
Esteemed shareholders, ladies and gentlemen, Colm Kelleher's mandate expires with today's chairman of the Board of Directors. Colm was elected chairman of the board of ubs group ag a year ago. In case of his re-election, he would again chair the Governance and Nominating Committee, as well as the Corporate Culture and Responsibility Committee. The Board of Directors is very happy that Colm Kelleher continues to be willing to take on Chairman of the Board. that is why we recommend his re-election.
We herewith proceed to agenda item 7.2, the re-election of Lukas Gähwiler. Lukas was elected to the Board of Directors of UBS Group AG one year ago. After his re-election, he would be reappointed Vice Chairman and newly appointed as a member of the Risk Committee and the Governance and Nomination Committee. Agenda item 7.3, the re-election of Jeremy Anderson. Jeremy was elected to the Board of Directors of UBS Group AG five years ago. After his Chairperson of the Audit Committee and member of the Governance and Nominating Committee. Agenda item 7.4, the re-election of Claudia Böckstiegel. Claudia was elected to the Board of Directors of UBS Group AG two years ago. After her re-election, she would remain a member of the Corporate Culture and Responsibility Committee. Agenda item 7.5, the re-election of William Dudley.
William was elected to the Board of Directors of UBS Group AG four years ago. After his re-election, he will remain a member of the Corporate Culture and Responsibility Committee and the Risk Committee. Item 7.6, the re-election of Patrick Firmenich. Patrick was elected to the Board of Directors of UBS Group ag two years ago. After his re-election, he would remain a member of the Corporate Culture and Responsibility Committee and the Audit Committee. Agenda item 7.7, the re-election of Fred Hu. Fred was elected to the Board of Directors of UBS Group AG five years ago. After his re-election, he would remain a member of the Governance and Nominating Committee. Agenda item 7.8, the re-election of Mark Hughes. Mark was elected to the Board of Directors of UBS Group AG three years ago.
After his re-election, he would remain chairperson of the Risk Committee and a member of the Corporate Culture and Responsibility Committee. Agenda item 7.9, the re-election of Nathalie Rachou. Nathalie was elected to the Board of Directors of UBS Group AG three years ago. After her re-election, she would remain a member of the Risk Committee and the Governance and Nominating Committee. Agenda item 7.10, the re-election of Julie Richardson. Julie was elected to the Board of Directors of UBS Group AG six years ago. After her re-election, she would remain chairperson of the Compensation Committee and a member of the Risk Committee. Her re-election to the Compensation Committee is on the agenda under item 8.1. Agenda item 7.11, the re-election of Dieter Wemmer. Dieter was elected to the Board of Directors of UBS Group AG seven years ago.
After his re-election, he would remain a member of the Audit and the Compensation Committee. His re-election to the Compensation Committee is on the agenda under item 8.2. We finally proceed to agenda item 7.12, the re-election of Jeanette Wong. Jeanette was elected to the Board of Directors of UBS Group AG four years ago. After her re-election, she would remain a member of the Audit and the Compensation Committee. Her re-election to the Compensation Committee is on the agenda under item 8.3. The Board of Directors is pleased that the persons just introduced have agreed to continue in their function as board members. We now proceed to agenda item eight, the re-election of the members of the Compensation Committee.
The Board of Directors proposes that Julie Richardson, Dieter Wemmer, and Jeanette Wong be confirmed as members of the Compensation Committee for a term of office of one year. We do have one question that comes up. Mr. Martin Kaufmann from Milan.
Thank you very much, Mr. Chairman. Shareholders, dear shareholders. Regarding item seven, I'd like to say the following, you know, to sell you this idea, I propose the following. Without having to modify the articles of association, so under the current articles of association, I would like to propose that the number of members of the Board of Directors be reduced to 10. The articles of association define six to 12 members to the Board of Directors. That is what is possible, which is why that would mean that two members would either have to step down or would have to be not re-elected. I propose to not re-elect Mr. Fred Hu, to not re-elect him as a member of the Board of Directors. That is not because of a personal matter. I do not know him personally.
That is purely a decision I make based on the fact that Mr. Hu already has quite a lot of other mandates, large mandates. I also think that there is a conflict of interest with him because Mr. Hu is also a member of the Board of Directors of the largest bank globally, the Industrial and Commercial Bank of China, ICBC. As such, he really has this inherent conflict of interest. Of course, interests of Asia and China shall be represented in the Board of Directors, but this can be done in a different way, which you'll see I'll mention in my second proposal. Because it would be necessary to name someone else who would have to step down or to not be re-elected, here I would name Mr. Wemmer for a very simple reason. I apologize, Mr. Wemmer, we do not know each other personally.
I don't know you. I'm sure you otherwise do a great job or would do a great job. I just chose you because in the Board of Directors, there are seven men and five women. In the case of Credit Suisse, it was reversed. Five men and seven women were part of the Board of Directors. Five members yesterday stepped down voluntarily before I was able to make this proposal to have five members step down. They did that because they were able to be farsighted and did this, preventatively, so to speak. Through my proposals, we can reduce costs, and not costs that are tied to cleaning ladies or someone working at some of the branches, but at the very top. I think that is a clear message.
My second point would be one or two additional members, you know, one or two additional members in an already reasonably large Board of Directors do not really add value. I appreciate diversity, of course. With Credit Suisse, we saw that you could have increased the Board of Directors to 100 members, still, I don't think things would have played out a lot differently. It is no big loss if we reduce the number of members of the Board of Directors from 12 to 10. We then would have a smaller, leaner group of people that could work in a more efficient way. That was my proposal number one. Now, proposal number two. I would propose to elect a new member to the Board of Directors myself. That's just for a short period of time.
I had to choose someone, of course, as an opponent, you know, of Mr. Wemmer. If Mr. Wemmer is elected, then of course, I would like to hand you a bottle of a very good wine. If the other thing happens, maybe you will extend me that same courtesy. However, you can't really elect me without knowing me. My name is Martin Kaufmann. I live in the beautiful lake town of Meilen, and I know a lot of very good clients of UBS. I can really make sure that they move more assets, even more assets to UBS. That's not only the monetary aspect. I am an engineer of the ETH. Which is why I think I could bring a completely new aspect to the Board of Directors. My opponent, Mr.
Wemmer, is a top expert in terms of insurance, and of course, he has important knowledge regarding this field. However, he's not an ETH engineer. That's important. Correct? In addition to that, I studied in Fontainebleau at the INSEAD. I did an advanced management program there, and I was at the graduate school of Stanford University in California. There, I did the executive program of organization, and I worked at IBM, worked at different other companies, also for Sulzer Swiss company. For many years, 20 years almost, I was also a consultant. I was a freelance consultant and a partner of PwC. I was responsible at the time for the entire telecommunications markets. I was also by Capgemini Consulting. They are part of the Capgemini Group, one of the largest consulting firms in Europe.
I think I've met a lot of different clients, some of them very large clients. Over many years, I have consulted with them, and I think that really qualifies me for this mandate here. However, if you take a different decision, I think I can live with that. Let's see what happens. Thank you.
Thank you for your selfless offer, Mr. Kaufmann. You've submitted the proposal not to elect Messrs. Fred Hu and Dieter Wemmer as members of the Board of Directors. The Board of Directors does not support that proposal. What I would like to do now is, first of all, vote on the elections of all the official candidates. If all candidates are elected, a vote of the proposed election of Mr. Martin Kaufmann becomes obsolete because the maximum number of members of the Board of Directors, according to Article 19 of our Articles of Association, has been reached. I ask Markus to explain the voting procedure.
First goes the proposal.
The proposal is the Board of Directors propose that Colm Kelleher, Lukas Gähwiler, Jeremy Anderson, Claudia Böckstiegel, William Dudley, Patrick Firmenich, Fred Hu, Mark Hughes, Nathalie Rachou, Julie Richardson, Dieter Wemmer, and Jeanette Wong, each of whose term of office expires with the conclusion of the 2023 AGM, be reelected for a one-year term of office.
Thank you. Via televoting, we will carry out all elections of the members, re-elections for the Board of Directors in one go. On the screen of your device, you will see all the names of the members of the Board of Directors that are up for re-election. In total, you will see four pages with the names on your screen. With the arrow at the bottom left or right, you can go to the previous or the next page. Those arrows will be blinking until you have made your selection on every page. Because these are 12 separate elections, we will give you 40 seconds for this voting process. Your time starts now. Thank you very much. The results will be projected on the screen behind me in a moment.
As you can see here, you have supported the proposal of the Board of Directors in a great majority.
Just to recap, since all official candidates proposed by the Board of Directors have been elected and the maximum number of the members of the Board of Directors according to Article 19 of our Articles of Association has been reached, we will not proceed to the vote on the election of Mr. Martin Kaufmann. We now will proceed to the votes on agenda items 8.1 to 8.3. There are no more speakers here, the Board of Directors proposes that Julie Richardson, Dieter Wemmer, and Jeanette Wong be reelected for a one-year term of office as members of the Compensation Committee. At its constitutional meeting, the Board of Directors intends to reappoint Julie Richardson as Chairperson of the Compensation Committee.
This is also an election that we will carry out in one go. As soon as your time starts, you will see the three people up for election on your screen of your device.
You will have 15 seconds to make your choice. Time starts now. As you can see on the screen here, you also have followed the recommendation of the Board of Directors also with a large majority.
The AGM confirmed Julie Richardson, Dieter Wemmer, and Jeanette Wong as members of the Compensation Committee. I congratulate all three members on their re-election, and I'm pleased that you will continue to support the Compensation Committee in the future. Prior to this AGM, the re-elected members of the Compensation Committee informed me that they would accept their re-election in the event of a positive vote. More broadly, prior to this AGM, the re-elected members of the Board of Directors also informed me that they would accept their re-election in the event of a positive vote. We now proceed to agenda item nine, the approval of compensation for the members of the Board of Directors and the Group Executive Board.
For the following three compensation votes, I refer to the compensation report 2022 of UBS Group AG under the supplementary brochure Say on Pay that was sent to you together with today's AGM invitation. In both reports, the total compensation amounts to be voted on are explained in detail. We will first cover and discuss all three compensation votes and only then vote individually on all three total compensations in a single vote. After these introductory remarks, we begin with agenda item 9.1, the approval of the maximum aggregate amount of compensation for the members of the Board of Directors from the 2023 AGM to the 2024 AGM.
The proposed maximum aggregate amount of compensation for the members of the Board of Directors of CHF 13 million from the period from the 2023 AGM to the 2024 AGM is unchanged from the previous period. The total amount comprises the remuneration for me as chairman of and the fees for the just re-elected members of the Board of Directors, including the fee for the full-time position Vice Chairman. All fees are the same as in the previous year. We continue with agenda item 9.2, the approval of the aggregate amount of variable compensation for the members of Group Executive Board for the 2022 financial year.
The Board of Directors proposes an aggregate amount of variable compensation for the members of Group Executive Board of CHF 81.1 million for the 2022 financial year. This proposal reflects the solid performance that Group Executive Board achieved in a difficult market setting and which is evidenced in the strong development of our share price compared to our competitors and our solid net profit. Furthermore, this pool takes into account the impact of the changes in the composition of Group Executive Board and changed exchange rates. We proceed to agenda item 9.3, the approval of the maximum aggregate amount of fixed compensation for the members of Group Executive Board for the 2024 financial year.
The Board of Directors proposes a maximum aggregate amount of fixed compensation for Group Executive Board of CHF 33 million for the 2024 financial year. The aggregate amount for 2024 is unchanged from 2023 and includes base salaries, with the Group CEO receiving CHF 2.5 million and each additional member of Group Executive Board chf 1.5 million. These base salaries have remained unchanged since 2011. The proposed amount also includes a reserve that offers flexibility with regard to potential changes in the composition of Group Executive Board for potentially required additional role-based allowances and other factors, such as exchange rate changes or benefits. There are no speakers for this.
With that, the proposal regarding the reduction of the compensation of the Board of Directors and/or GEB, we will proceed to the votes on the agenda items 9.1 to 9.3. I'll take all three together. Right. The Board of Directors propose that the maximum aggregate amount of compensation of CHF 30 million to the members of the Board of Directors for the period from the 2023 AGM to the 2024 AGM be approved. 9.2, the Board of Directors propose that the aggregate amount of variable compensation of CHF 81.1 million for the members of Group Executive Board for the 2022 financial year be approved.
9.3, the Board of Directors propose that the maximum aggregate amount of fixed compensation of CHF 33 million for the members of Group Executive Board for the 2024 financial year be approved. Markus?
We are going to vote in one single round on these three sub-items. As soon as the voting time is on, the three votes will be shown on one single screen of your televoting system. The time available will be 15 seconds to cast your vote. Voting time is on now. The results will be shown shortly on the screen behind me. Here are the results. Again, out of vast majorities, the board's proposals have been approved.
The AGM approved the motions of the Board of Directors. We now continue to agenda item 10, the reelections, and start with agenda item 10.1, the reelection of the independent proxy, ADB Altorfer Duss & Beilstein AG, Zurich, for a one-year term of office expiring after the completion of the AGM in 2024. In accordance with Article 15 of the Articles of Association, the AGM elects the independent proxy. The Board of Directors proposes the reelection of ADB Altorfer Duss & Beilstein AG, Zurich, as independent proxy for a further term of office of one year. ADB Altorfer Duss & Beilstein AG, Zurich, has confirmed to the Board of Directors that it has the independence required to exercise its mandate.
Agenda item 10.2, the reelection of the auditors Ernst & Young, Basel, for the 2023 financial year as auditors for the consolidated and standalone financial statements of UBS Group AG. With Ernst & Young, we have a professional and efficient partner who fully meets the high requirements of a global financial company. The long-standing partnership has the decisive advantage that Ernst & Young is familiar with the structures, products, and services of our company and can exercise its control function in an accordingly effective manner. Ernst & Young confirmed to the Audit Committee that it has the independence required to perform its mandate. There are no speakers for item 10. On that, we will go to the votes on the agenda items 10.1 and 10.2.
10.1, the Board of Directors proposes that ADB, Altorfer Duss & Beilstein AG, Zurich, be reelected as the independent proxy for a one-year term of office expiring after completion of the AGM in 2024. 10.2, the Board of Directors proposes that Ernst & Young, Basel, Ernst & Young Ltd, Basel, be reelected for the 2023 financial year as auditors for the consolidated and standalone financial statements of UBS Group AG.
We are going to vote in one go on these two sub-items. Voting time available will be 12 seconds. Voting time is on now. Thank you. Bear with me for a few seconds until the results are shown on screen. As you can see from the screen, the board's motions have been approved by 99.7% and 94.7% for reelection of the independent proxy and the auditors, respectively.
The AGM approved both motions of the Board of Directors. I congratulate Altorfer Duss & Beilstein AG and Ernst & Young AG on their reelection. We continue with agenda item 11, the ordinary reduction of share capital by way of cancellation of shares repurchased under the 2021 share repurchase program. The 2021 share repurchase program was completed at the end of March 2022, with a total of more than 240 million shares repurchased at an overall purchase price of CHF 3.8 billion. The average purchase price was CHF 15.85 per share. More than 177 million shares purchased were already canceled upon approval at the 2022 AGM of UBS Group AG.
The remaining 62,548,000 shares under the 2021 share repurchase program were repurchased between February 21, 2022 and March 29, 2022, and are now proposed for cancellation and a corresponding reduction of the share capital. On February 6, 2023, the call to creditors was published in the Swiss Official Gazette of Commerce. No creditors have come forward, which is why Ernst & Young Ltd as auditors have prepared a special audit report confirming that despite the capital reduction, all claims of UBS Group AG creditors are covered. There are no speakers for this item, so I close the discussion, and we proceed to the vote on agenda item 11.
The Board of Directors propose that UBS Group AG share capital be reduced by CHF 6,254,800 from CHF 352,463,572.2 to CHF 346,208,772.2 by canceling 62,548,000 registered shares with a nominal value of CHF 0.10 each, all of which are held in treasury and to the reduction amount be booked against the minus position for treasury shares. Markus? Here we've opened the vote. Voting time will be 10 seconds running down from now. Thank you. Bear with me for the results. As you can see from the screen, 99.66% have approved the board's proposal.
The AGM has approved the motion of the Board of Directors. I ask the notary, Mr. Staehelin, to kindly certify the results of agenda item 11. The Board of Directors will carry out the capital reduction and update the articles of association accordingly. We proceed to agenda item 12, the approval of a new 2023 share repurchase program. As announced on the 31st of January 2023, UBS intends to commence a new 2023 share repurchase program of up to $6 billion. We expect that the repurchase program remains suspended during 2023, we want to create flexibility for repurchases in 2024. There are no speakers on this item. With that we will proceed to the vote on agenda item 12.
The Board of Directors proposes the approval of the following resolution. The Board of Directors is hereby authorized to repurchase shares for cancellation purposes at an aggregate value of up to $6 billion until the 2025 AGM. Any shares repurchased under this authority are intended to be canceled by way of capital reduction, which will be subject to shareholder approval at one or several subsequent annual general meetings. The acquisition and holding of such shares are not subject to the 10% threshold for UBS Group AG's own shares within the meaning of article 659, paragraph 2 of the Swiss Code of Obligations. Markus? The vote is open. 10 seconds voting time running down from now. Thank you. Bear with me for a few seconds. Here are the results.
The board's motion has been approved by 94.99%. The AGM approved the motion of the Board of Directors. We proceed to the last agenda item, agenda item 13, the conversion of currency of the share capital of UBS Group AG. Following the revisions of Swiss corporate law which were effective from the 1st of January 2023, the Board of Directors proposes to convert the share capital currency from the Swiss franc to the US dollar to align the share capital currency with the presentation currency of UBS Group AG. The conversion will be conducted in two steps. In the first step, the agenda item 13.1, the Board of Directors proposes to reduce the share capital to obtain a nominal value per share in Swiss francs equaling $0.10 after the conversion.
The reduction of the share capital will result in a corresponding allocation of the capital contribution reserve. In the second step, the agenda item 13.2, the conversion shall be implemented with a nominal value of $0.10. Agenda items 13.1 and 13.2 are dependent on each other and will only be implemented if both agenda items are approved by the shareholders and concurrently implemented by the Board of Directors. Before I open the discussion on agenda item 13.1. The ordinary reduction of the share capital by way of reduction of the nominal value per share, I indicate that on the 6th of February 2023, the call to creditors was published in the Swiss Official Gazette of Commerce.
No creditors have come forward, which is why Ernst & Young Ltd's auditors have prepared a special audit report confirming that despite the capital reduction, all claims of UBS's groups, AGs, creditors are covered. The first, there is a question from a Mr. Serge Beck. Has he phoned this in or is he coming up? Thank you, Mr. Beck.
Sehr geehrter Herr Präsident, meine Damen und Herren.
Esteemed Chairman, ladies and gentlemen, I am a small client and shareholder from the Canton Vaud. You may feel that this is not an important point. We heard, we just heard that this is a Swiss company, has a Swiss origin, and I have to say that I didn't find this objective, the desire to change the currency. Why do we have to anchor this in U.S. dollars? Of course, the new law allows for it, I find that insufficient. The coherence on the account guaranteeing that's insufficient. How to do that? Also that raises questions. Why anchor the capital in U.S. dollars? Such a weak currency. Everyone in this hall knew the U.S. dollar back when it was worth 1.5 CHF, or even 4 CHF. What really is the motivation to switch to U.S. dollars?
We only have things to lose. There is a huge debt coming from the U.S. If we look at the listing according to Wall Street, well, if that will be the end goal, then, in the end, we'll lose all routes that we have that tie us to Switzerland.
Thank you, Mr. Beck. Since 2018, UBS Group AG has prepared its consolidated and standalone financial statements in US dollars as both its functional and presentation currency. That is in accordance with international financial reporting standards to which we are subject. Since 2019, UBS Group AG also declares its dividend in US dollars. The revised Swiss corporate law effective first of January 2023 allows UBS to align its share capital currency with the presentation currency of our financial statements. Converting our share capital currency to US dollars will remove inconsistencies between our financial statement presentation under international accounting standards and corporate law. Since no further speakers have registered, I will now proceed to the vote on the agenda item 13.1.
The Board of Directors proposes to approve an ordinary reduction of the share capital of UBS Group AG of CHF 25,896,416.16056 from CHF 346,208,772.20 to CHF 320,312,356.03944 by way of reduction of the nominal value per share from CHF 0.10 each to CHF 0.09252 each, and to allocate the reduced share capital amount to the capital contribution reserve. Markus.
Ich eröffne diese Abstimmung. Die Abstimmungszeit.
The voting time starts now. 10 seconds.
Vielen Dank. Die Abstimmungszeit ist abgelaufen.
The time is up. We will wait a few seconds to see the results.
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As you can see here, you have, with a majority of 98%, yourselves in favor of the proposal of the Board of Directors.
The AGM has approved the motion of the Board of Directors. I ask the notary, Mr. Staehelin, to certify the result of agenda item 13.1. The implementation of this resolution is subject to the concurrent implementation of the change of the currency of the share capital by the Board of Directors as proposed under agenda item 13.2. We hereby proceed to the last agenda item, 13.2, which is the change of currency of the share capital. The revised Swiss corporate law, which entered into force on first of January 2023, provides for the opportunity to maintain share capital in selected foreign currencies subject to certain conditions. As mentioned, the Board of Directors proposes to convert the share capital currency from the Swiss franc to the US dollar to align the share capital currency with the presentation currency of UBS Group AG.
After the AGM approval, the conversion of the currency of the share capital and the capital contribution reserve will be done with retroactive effect as of January 1, 2023 for accounting purposes and based on the closing spot rate as of December 30, 2022 of USD against CHF of 0.92520. The total equity reported for UBS Group AG in the consolidated and standalone financial statements will not change. Considering that articles 4A and 12 of the Articles of Association relate to Swiss franc denominated nominal values, it is consistent to also change those Swiss franc references into US dollar.
If approved by the shareholders, the Board of Directors will implement the share capital currency conversion and amend the Articles of Association accordingly, which will be done concurrently with the capital reduction set out in agenda item 31 and follow the capital reduction in accordance with agenda item 11. There are no more speakers on this topic. With that, we will proceed to the vote on the agenda item 13.2. The Board of Directors proposes, one, to convert the currency of UBS Group AG share capital from the Swiss franc to the U.S. dollar.
Two, to authorize the Board of Directors to implement the change of currency with effect as of the beginning of the financial year, which has started on 1 January 2023 for accounting purposes and to apply the exchange rate as per 30th December 2022, being the WM/Refinitiv 4:00 P.M. London closing spot rate as of 30th December 2022 of US dollars against Swiss francs of 0.92520 to the conversion.
Three, to authorize the Board of Directors to also amend in the course of this currency change the currency of the conditional capital under Article 4 A, Paragraph 1 from a maximum of CHF 12,170,580 to the issuance of a maximum of 121,705,830 fully paid registered shares with a par value of CHF 0.10 to a maximum of $12,000,170,583 through the issuance of a maximum of 121,705,830 fully paid registered shares with a par value of $0.10.
Under Article 4A, Paragraph 2 from not to exceed CHF 38 million by the issuance of up to 380 million fully paid registered shares with a nominal value of CHF 0.10 to not to exceed $38 million by the issuance of up to 380 million fully paid registered shares with a nominal value of $0.10. As well as Article 12, Paragraph 1 of the Articles of Association as revised under Agenda item five, so as to change the threshold for the submission of requests for items to be placed on the agenda from par value of CHF 62,500 to par value of $62,500. Markus.
Now I'd like to open the last vote. Your time of 10 seconds is up now. I'm sorry, opens now. Thank you very much. In a few seconds, we'll see the result displayed on the screen behind me. As you can see here on the screen, 98.2% have voted in favor of the proposal.
The AGM has approved the motion of the Board of Directors. I again ask the notary, Mr. Staehelin, to kindly certify the results of agenda item 13.2. The implementation of this resolution is subject to the concurrent implementation of the change in capital reduction by the Board of Directors as proposed under agenda item 13.1. Dear shareholders, before I close this AGM, I want to express my deep respect and gratitude to CEO Ralph Hamers for all that he has achieved since becoming Group CEO in November 2020. Ralph has been an outstanding CEO, driving UBS to unprecedented success despite a challenging environment. Under Ralph's leadership, shareholders benefited from record returns, we have laid the foundation that now puts us in a position to stabilize Credit Suisse for the benefit of both banks and the Swiss Financial Center.
Perfectly in line with this, I'm delighted to present Ralph with a basket full of Swiss specialties. Dear shareholders, I would like to thank you for the confidence you've placed in UBS Group AG and me by approving the proposals of the Board of Directors. The detailed voting results and today's speeches will be published on our website following this AGM. Within the next two weeks, we will also upload the short minutes of today's AGM there. The next AGM of UBS Group AG will take place on the 11th of April 2024, again here in the St. Jakobshalle in Basel. I now invite you to an aperitif. I wish you lively conversations and a safe return home.
Please could I ask you to hand in your voting devices when you leave the hall and to make a further contribution to our efforts in sustainability, the practical and reusable bottles save a lot of PET waste and are a personal gift to you. I now close the AGM 2023. Thank you.