Controlling shareholders

At 31 December 2019, the authorised and issued share capital of Roche Holding Ltd, which is the Group’s parent company, consisted of 160,000,000 shares with a nominal value of CHF 1.00 each, as in the preceding year. The shares are bearer shares and the Group does not maintain a register of shareholders. At 31 December 2019, 702,562,700 non-voting equity securities have been authorised and were in issue as in the preceding year. Under Swiss company law these non-voting equity securities have no nominal value, are not part of the share capital and cannot be issued against a contribution which would be shown as an asset in the balance sheet of Roche Holding Ltd. Each non-voting equity security confers the same rights as any of the shares to participate in the net profit and any remaining proceeds from liquidation following repayment of the nominal value of the shares and, if any, participation certificates.

At 31 December 2019 and 2018, based on information supplied to the Group, a shareholder group with pooled voting rights owned 72,018,000 shares, which represented 45.01% of the issued shares. On 5 December 2019 the shareholder group announced that it would continue the shareholder pooling agreement with a modified shareholder composition. This group consists now of Mr André Hoffmann, Ms Marie-Anne Hoffmann, Ms Vera Michalski, Mr Alexander Hoffmann, Mr Frederic Hoffmann, Ms Isabel Hoffmann, Mr Lucas Hoffmann, Ms Marina Hoffmann, Ms Kasia Barbotin-Larrieu, Ms Tatiana Fabre, Mr Andreas Oeri, Ms Catherine Oeri, Ms Sabine Duschmalé, Mr Jörg Duschmalé, Mr Lukas Duschmalé, the charitable Foundation Wolf and Artuma Holding Ltd. The shareholder pooling agreement has existed since 1948. The duration of the pool was extended for an indefinite period in 2009. The figures above do not include any shares without pooled voting rights that are held outside this group by individual members of the group. Ms Maja Oeri, formerly a member of the pool, holds 8,091,900 shares representing 5.057% of the voting rights independently of the pool.

At 31 December 2019, based on information supplied to the Group, 53,332,863 shares (2018: 53,332,863 shares) are owned by Novartis Holding AG, Basel (participation below 33 1⁄3%).

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