Anton Keller, Secretary
mobile: 0114179-6047707

24 November 1999

Dear colleague,

        This is to inform you what you may want to do immediately if you dont want to be left out of the loop on the on-going legal proceedings for a special audit of UBS.

        You may have heard - or read in the Wall Street Journal of September 8 - about our on-going efforts to clarify market-sensitive trusteeship and other matters linked notably to the former UBS and its role before, during and after the Second World War.  We continue to be concerned about further ten-digit dollar claims against the new UBS AG, particularly in light of UBS management's related information provided before, during and since the UBS shareholder assembly of last April.  And we regret that UBS management has been less than cooperative in our effort to bring about a special audit of UBS - with the dominant Swiss news agency SDA refusing to report our legal proceedings in its wire service, and both the Neue Zürcher Zeitung and the Financial Times of London refusing to help us alert other UBS shareholders even by way of paid advertisements.

        Despite of these considerable obstacles, the proceedings for a special audit of UBS are on track and the competent judge in Zurich has just given us until November 30 midnight local time to submit evidence of our special audit request to be supported by holders of at least 100000 UBS shares.  As only those UBS shareholders who have duly and in time declared their support for this request will know where this legal proceedings stands and where it is likely to head, you may want to take the necessary steps promptly.  This would not entail any legal fees or Court costs for you.  A corresponding simple letter to the below-mentioned competent judge would suffice; it should be signed and sent by regular mail to:

The Hon. Judge Dr.iur. G. Hug-Beeli
(Prozess Nr. Z/EO990177)
Bezirksgericht
8026 Zürich

        We'll be glad to answer further questions and are looking forward to hearing from you at your earliest convenience.  Meanwhile, we thank you in advance for your benevolent consideration of this request and remain, with Season's Greetings and best regards, sincerely yours

Anton Keller, Secretary
Swiss Investors Protection Association
 

PS: related communications with The Honorable Judge Korman and Greville Janner, Edgar Bronfman, former Senator d'Amato, a.o. can be found at: www.solami.com/UBSac.htm ¦ .../a73.htm#Mediators ¦ .../a73.htm#MVC ¦ .../a73.htm#D'AMATO ¦ .../a73.htm#OBSERVATIONS;
 

ANNEX

Background

The "global solution" - reached last year between representatives of holocaust victims and Swiss banks with the determined assistance of numerous American friends - also brought new insights going far beyond the matter of dormant accounts of holocaust victims.  As such they are seen to merit the attention of all those who are interested in a genuine reparation of past harmful Swiss banking practices.  They are at the roots of our present call for a special audit of UBS.  And UBS shareholders, be they pension funds or other large and small investors, will either legally benefit from what lays ahead, or incur corresponding opportunity costs - depending on whether they will have to rely on public information after the facts, or stay on the inside track by providing timely support for our legal actions.

The Independent Commission of Eminent Persons ICEP (Volcker Commission) discovered  not only some 2800 "matched" dormant Swiss bank accounts belonging to holocaust victims, but a reported total of 62.000 dormant accounts from the time before, during and after WW2 (Le Temps, 4 September 1999).  According to some insiders, nobody has yet a clear idea of the total value of the involved assets (cash, insurance policies, paintings, etc.) and a very rough guess is that some 15.000 of these accounts involve Swiss citizens only, while some 45.000 are not yet identified as to who the real beneficiaries have been.  With the political situation being what it was in post-1933 Germany, the real beneficiaries of these, mostly trusteeship accounts can safely be assumed to involve not only German Jews but citizens of all countries affected by Nazi Germany, i.e. Jews and non-Jews, nazis and non-nazis, Germans and such non-Germans as Austrians, Czechs, Dutch, Frenchmen and Poles, as well as such German economic giants as IG Farben.

In this context, the reportedly then-prevalent practice of Swiss trustees appearing alone on the account documents becomes all-important (these involved local lawyers, fiduciaries, insurance companies, etc. all more or less linked to the big Swiss banks, as illustrated in the 1997 BILANZ article by Dr.Jörg Boller which we will send by fax on request).  In 1981 we discovered the uniquely harmful signature card which we found to have been in use only by the then-Union Bank of Switzerland (involving a mandatory "right of substitution", this unique UBS practice was not only unnecessary and excessively risky, but it was also formally denounced in Parliament as illegal by the President of the Swiss Confederation on March 16, 1981; it has since been changed).

It was only in 1996, at the beginning of the holocaust victim debate, that we linked our 1981 discovery to the issue of dormant WW2 accounts and started to look into the possibility of this illegal UBS practice to have been the "legal" mechanisms for liquidating dormant account assets.  And it was only upon the recent publication of theVolcker Commission figure of 62.000 dormant accounts that we started to understand the full dimension of the apparent UBS problem at hand.  We have known that related claims totaling over five billion US$ have been filed last year within the prescribed 30-days in the wake of the UBS merger.  Yet, no mention of these claims is made in the official UBS reports, and if some or all of these claims have been settled, secured or provisioned as required by Swiss law, we have yet to hear the UBS management assert that, not to speak of seeing evidence of that.  Indeed, one UBS shareholder, Anton Keller of Geneva, has personally submitted related questions to the UBS management before, during and after the shareholder assembly of the past April.  And to this date, he has not received anything close to a satisfactory answer on these important issues.

Accordingly, Anton Keller has initiated the extraordinay proceedings for a special audit of UBS.  On August 11, the Justice of the Peace of Zürich has granted him leave to obtain the necessary SFR 2 million nominative value UBS shareholder support and for requesting, until November 11, 1999, the Regional Court of Zürich to set up a special audit of UBS with instructions to address the below-reproduced questions (German original at:  http://www.gic.ch/git/ZHFR2.htm).  He has filed that request on time and, with a preliminary ruling of November 15, the competent judge  (Dr.iur. G. Hug-Beeli of the Bezirksgericht, 8026 Zürich) has opened the "Prozess Nr. Z/EO990177" and enjoined the plaintiff to furnish proof, until November 30, of the shareholder support prescribed by the law (i.e. SFR 2 mio nominative value, equal 100000 UBS shares).  As Switzerland's dominant news agency SDA had boycotted all news about this shareholder effort, as both the Financial Times of London, and Switzerland's major daily, the Neue Zürcher Zeitung, had refused even paid advertisements to alert other UBS shareholders to this legal proceedings, and as UBS management also refused to advise its major shareholders of this opportunity to request a special audit of UBS, the legally required minimum shareholder support may only come from abroad as it has thus not yet materialized from among Swiss-based UBS shareholders).

Questions to be Examined by the Special Audit of UBS AG:

"a)    What is the result of the [mandatory] call for claims on the UBS merger partners, i.e. the former Union Bank of Switzerland and the former Swiss Bank Corporation, specifying the contested and the non-contested claims?

b)    Which legal basis allowed the UBS - as confirmed in its answer of 14 April 1999 (www.solami.com/a$UBS.htm) - to forego the securization or provisioning of the claims [which were duly notified within the legal 30-day period], and to lift the mandatory separate administration of the assets of the merger partners UBS and SBC before the claimants were satisfied or securized, which protection measures in favor of creditors are explicitly provided for by the applicable law (art.748, 2 CO), by constant practice of the Federal Tribunal (BGE 115 II 274) and by legal authorities (Peter Forstmoser et al., "Schweizerisches Aktienrecht", Stämpfli Bern 1996, §53 N 163; Peter Böckli, "Schweizer Aktienrecht", 2nd edition, Schulthess Zürich 1996, §296d)?

c)    Can it be excluded that the losses and claims which became publicy known only after the bank merger was carried out - i.e. the ten-digit losses of the merger partners and the ten-digit claims against the successor of the former Union Bank of Switzerland (related to alleged violations of its fiduciary duties in the time before, during and after the Second World War, e.g. in connection with Interhandel, gold deposits, and abusive uses of powers of attorney) - have also gone unreported or were only inadequately presented in those merger documents which continue to be kept from scrutiny by the shareholders, notably in the "formal disclosure statements" (Merger Agreement of 5/6 December 1997, chiffre 8 and 9)?

d)    Can it be excluded that further already existing loss generators will entail further billion losses - thus possibly entailing another exceptional decline of UBS shares -, not only as a late consequence of criticized fusion procedures (violation of statutory quorum requirements, illegal UBS double seat [in Zürich and Basel], illegal reduction of share capital, merger procedure according to art.748 instead of art.749 CO), but also because of still not cleared up and persistently ignored dormant claims [fiduciary duties, IG Farben, Interhandel, etc.].?

e)    Can it be excluded that there exist agreements and/or personal links which provide for a significant, if not indeed dominant influence on the management of UBS by way of major creditors, such as IG Farben i.A. or persons associated with it?"