SHERIDAN, WYOMING – July 25, 2025 – Roche has announced a significant step in the modernization of its capital structure, as its Board of Directors proposes to exchange the company's non-voting equity securities ("Genussscheine") for newly issued participation certificates. The proposal, which will be submitted to shareholders for approval at the 2026 Annual General Meeting (AGM), aims to align Roche’s capital instruments with current Swiss corporate law and modern market practices.
The proposed participation certificates will carry a nominal value of CHF 0.001 each and be listed on the SIX Swiss Exchange, offering the same economic value and entitlements as the Genussscheine they replace. In tandem, Roche also plans to reduce the nominal value of its bearer shares from CHF 1.00 to CHF 0.001 per share. This will result in a cash repayment of CHF 0.999 per bearer share, totaling approximately CHF 106.6 million, contingent on shareholder approval.
Aligning with Swiss Corporate Law and Capital Market Efficiency
The planned transition to participation certificates reflects regulatory developments under revised Swiss corporate law and marks a move toward a more streamlined and transparent capital structure. According to Roche, “The exchange of Genussscheine, an outdated form of equity instrument, for participation certificates follows Roche’s articles of incorporation and is an adjustment driven by the revised Swiss corporate law.”
With the new participation certificates considered economically equivalent to the existing Genussscheine, shareholders will retain the same dividend and liquidation entitlements. These certificates will also be traded publicly on the SIX Swiss Exchange, promoting liquidity and operational simplicity.
Eliminating Paper-Based Securities and Dividend Vouchers
The transition includes the complete discontinuation of printed dividend vouchers. Following the 2025 dividend payout and the proposed structural changes, Roche will no longer issue printed certificates or dividend vouchers.
Roche encourages home custodians to act promptly: “Home custodians are urged to submit their printed certificates representing Roche equity securities, together with the remaining dividend vouchers, to a depository bank promptly for conversion into intermediated securities. This will ensure smooth future dividend payments to current home custodians and avoid a potential loss of dividend claims.”
To facilitate this shift, Roche will not issue any new printed certificates for bearer shares, Genussscheine, or participation certificates moving forward. Investors are advised to book their holdings into securities accounts via their banks to secure continued access to entitlements and avoid forfeiture of unclaimed dividends after the statutory five-year period.
Next Steps and Shareholder Engagement
The detailed proposal will be shared with shareholders in advance of the 2026 AGM scheduled for March 10, 2026. Subject to approval, implementation of the changes will proceed shortly thereafter.
By replacing Genussscheine with participation certificates and eliminating printed securities, Roche is enhancing transparency and aligning with digital asset management practices common in global capital markets. This strategic initiative reinforces investor equity while modernizing administrative processes.
To support stakeholder understanding, Roche has made an information document and a dedicated FAQ section available. Employees and shareholders are encouraged to review these materials and consult their custodial banks as needed.
Learn more at https://www.roche.com