Roche's non-voting equity securities (NESs) and Roche bearer shares (RBSs) are quoted on the electronic SIX Swiss Exchange. Roche securities are also traded over-the-counter (OTC) on various other European exchanges.
Roche Holding Ltd places no restrictions on ownership of its shares and non-voting equity securities. Each non-voting equity security confers the same rights as one share to participate in available earnings and any liquidation proceeds remaining after repayment of the nominal value of the shares and the participation certificate capital.
At the Annual General Meeting of Roche Holding AG held on 3 April 2001, it was resolved, on a motion of the Board of Directors, to effect a hundred-for-one split of the company's 1,600,000 bearer shares and the 7,025,627 non-voting equity securities.
Following the split, the share capital of CHF 160,000,000 was divided into 160,000,000 bearer shares with a par value of CHF 1 each, and 702,562,700 non-voting equity securities were issued.
For custody account holders, the custodian bank effected the exchange of the bearer shares and non-voting equity securities on 4 May 2001. Persons keeping their bearer shares and non-voting equity securities in their own custody are requested to submit their securities, along with coupon no. 23, for exchange to a branch of UBS AG or to Roche Holding AG.
Because its shares are bearer shares, Roche cannot and does not keep a register of its shareholders. Information for holders of bearer shares, including invitations to the Annual General Meeting, is disseminated by publication in the Schweizerisches Handelsamtsblatt (Swiss Official
Gazette of Commerce), various Swiss daily and financial newspapers and the Roche Internet.
The payment date is the date on which the dividend is paid and is at least three trading days after the ex-dividend date. Dividends are therefore paid no earlier than the fifth day of trading on SIX Swiss Exchange after the Annual General Meeting.
Due to harmonisation of corporate action processes, many European countries have introduced a record date for dividend payments in the form of cash or shares. SIX SIS AG has also decided to introduce a record date for Switzerland as of 23 November 2009.
The record date serves for internal settlement procedures of the SIS SIX AG and the banks and is the date on which the technical entitlement to dividend payments is established after close of trading. The record date is two trading days after the ex-dividend date.
The main consequence for issuers will be that for dividend or par value repayments, the allocation of subscription rights, options, etc., the time span between the general meeting of shareholders and the payment date will be extended slightly.
Specifically, the introduction of the record date means that SIX SIS AG will no longer determine the entitled positions on the ex date, (i.e., first trading day on which the shares are traded ex dividend) but only three working days later – the record date. The payment date for the entitled positions is one day after the record date.
Holders of bearer shares will be invited to attend by notices published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt), various Swiss daily and financial newspapers as well as on the Roche internet. Further information
Yes, shareholders can be represented by proxy at the AGM. A proxy being shareholders and non-shareholders, a bank or professional portfolio manager as proxy holder of deposited shares, an independent proxy or Roche itself as proxy.
Further information can be found in the Articles of Incorporation (Articles of Incorporation § 12), which contain the principal information - required by law - on Roche's business purpose, structures and statutory bodies.
Annual Report, Corporate Governance and Corporate Sustainability
As of 2005, reporting on sustainability related topics have been incorporated into the Annual Report. Information on topics relating to sustainability can be found in the Business Report section of the Annual Report.