Roche's Board of Directors proposes exchange of Genussscheine for participation certificates (Partizipationsscheine)

Core Viewpoint - Roche is proposing a modernization of its capital structure, which includes the exchange of existing non-voting equity securities for participation certificates, to be approved at the Annual General Meeting on March 10, 2026 [1][3]. Group 1: Capital Structure Changes - The proposal includes reducing the nominal value of bearer shares 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 exchange of Genussscheine for participation certificates is in line with Roche's articles of incorporation and is driven by revised Swiss corporate law, ensuring that participation certificates will have the same economic rights as bearer shares [3][9]. Group 2: Dividend and Securities Management - After the dividend payment for the financial year 2025 and the capital structure changes, Roche will discontinue the issuance of printed dividend vouchers [4][6]. - Home custodians are encouraged to submit their printed certificates and dividend vouchers to a depository bank for conversion into intermediated securities to facilitate future dividend payments [5][6]. Group 3: Future Outlook - The participation certificates will be listed on the SIX Swiss Exchange and will maintain the same dividend entitlement and liquidation proceeds as bearer shares [3][9]. - Detailed explanations of the proposals will be provided to shareholders ahead of the 2026 AGM [3].