Roche Proposes Modernization of Capital Structure with Shift to Participation Certificates
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.