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Roche’s Board of Directors proposes exchange of Genussscheine for participation certificates (Partizipationsscheine)
RocheRoche(US:RHHBY) Globenewswire·2025-07-22 16:45

Core Viewpoint - Roche is proposing a modernization of its capital structure, which includes the exchange of existing non-voting equity securities for participation certificates, subject to shareholder approval at the 2026 Annual General Meeting [1][3][9]. Group 1: Capital Structure Changes - The Board of Directors will propose to shareholders the exchange of non-voting equity securities ("Genussscheine") for participation certificates with a nominal value of CHF 0.001 each [1][3]. - To ensure equal treatment, the nominal value of bearer shares will be reduced from CHF 1.00 to CHF 0.001, with a cash repayment of CHF 0.999 per bearer share, totaling CHF 106,584,309 [2][9]. - The participation certificates will be listed on the SIX Swiss Exchange and will have the same dividend entitlement and liquidation proceeds as bearer shares [3][9]. Group 2: Discontinuation of Printed Materials - Roche will cease issuing printed dividend vouchers after the payment of the dividend for the financial year 2025 and the completion of the capital structure changes [4][6]. - Home custodians are encouraged to submit printed certificates and dividend vouchers to a depository bank for conversion into intermediated securities to ensure smooth future dividend payments [5][6]. Group 3: Future Practices - The transition to intermediated securities aligns with modern market practices, and Roche will no longer issue printed certificates for any equity securities in the future [6][9].