Roche Annual General Meeting 2026

Rhea-AI Summary

Roche (OTCQX: RHHBY) shareholders approved all Board proposals at the 10 March 2026 Annual General Meeting. Key outcomes: re-election of Severin Schwan as Chairman, 39th consecutive dividend increase to CHF 9.80 per share, approval to exchange Genussscheine for Participation Certificates (ticker ROP), and reduction of nominal share value to CHF 0.001.

Shareholders representing 77.22% of shares attended; key votes passed with high majorities, and KPMG AG was appointed statutory auditor for 2026.

Positive

• Dividend increased to CHF 9.80, marking 39 consecutive years of increases
• Chairman Severin Schwan re-elected with 97.75% of votes
• Approval to exchange Genussscheine for listed Participation Certificates (ticker ROP) with ISIN CH1499059983
• Shareholders approved reduction of nominal share value from CHF 1.00 to CHF 0.001
• High shareholder support for remuneration and financial statements (votes >90%)

Negative

• Last trading day for Genussscheine set for 16 March 2026, requiring certificate conversion by holders
• Dividend claims will be forfeited if not claimed within five years, posing risk to dormant holders

• Shareholders approved all proposals of the Board of Directors 
• Severin Schwan re-elected as Chairman of the Board of Directors; all other Board members standing for election were confirmed
• 39th consecutive dividend increase to CHF 9.80 per share
• Exchange of non-voting equity securities (Genussscheine) for Participation Certificates approved

Basel, 10 March 2026 – Roche (SIX: RO, ROG; OTCQX: RHHBY) announced today that its shareholders approved all proposals of the Board of Directors at its Annual General Meeting. The 594 shareholders in attendance, who represented 77,22% of the total 106,691,000 shares, approved the Annual Financial Statements and Consolidated Financial Statements for 2025, the Remuneration Report and the Sustainability Report for 2025.

Dr Severin Schwan was re-elected as Chairman of the Board of Directors by 97,75% of the votes. Addressing the shareholders in a speech, he said:

“The past year was a very successful one for Roche. With our long-term focus, we at Roche are on track — scientifically, financially, and strategically. By combining our expertise in Diagnostics and Pharmaceuticals under one roof, we will continue to have a competitive advantage in the future — one that benefits millions of patients around the world.”

In addition, the shareholders approved an increase in the dividend for the past financial year to 9.80 Swiss francs (gross) per share and non-voting equity security. This is the 39th consecutive dividend increase. The shareholders also authorised the discharge of the members of the Board of Directors and the Corporate Executive Committee.

The shareholders approved the total bonuses of the Corporate Executive Committee for the 2025 financial year by 95,18% of votes. They also approved a maximum total future remuneration by 94,77% of votes for the Board of Directors and by 90,18% of votes for the Corporate Executive Committee until the 2027 Annual General Meeting.

In addition to Severin Schwan, all other members of the Board of Directors were re-elected to the Board of Directors for a one-year term:

• Mr André Hoffmann
• Dr Jörg Duschmalé
• Dr Patrick Frost
• Ms Anita Hauser
• Professor Dr Akiko Iwasaki
• Professor Dr Richard P. Lifton
• Dr Jemilah Mahmood
• Dr Mark Schneider

Additionally, Lubomira Rochet was elected to the Board of Directors for a one-year term.

The following Board members were re-elected to the Remuneration Committee for a one-year term:

• Dr Jörg Duschmalé
• Ms Anita Hauser
• Professor Dr Richard P. Lifton

The Annual General Meeting appointed KPMG AG as statutory auditors for the 2026 financial year and Testaris AG as independent proxy until the conclusion of the 2027 Annual General Meeting.

The Annual General Meeting approved a partial amendment of the articles of incorporation (§6 letter f and §12 subsection 2). The shareholders approved a decrease in the share capital through a reduction of the nominal value of each bearer share from CHF 1.00 to CHF 0.001.

The shareholders further approved the exchange of Genussscheine for Participation Certificates.  As a result of the exchange, Participation Certificates will replace Genussscheine as non-voting equity security in the capital structure of Roche. The Participation Certificates will be listed at SIX Swiss Exchange and carry a new International Securities Identification Number (CH1499059983), a new Valor (149.905.998) and ticker symbol (“ROP”), which are different from those previously used for the Genussscheine.

The last trading day at SIX Swiss Exchange of the Genussscheine is foreseen to be 16 March 2026. The first trading day of the Participation Certificates is expected to be 17 March 2026.

Holders of printed certificates representing Roche equity securities (“Home Custodians”) are urged to submit their printed certificates, 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. Dividends will be forfeited if not claimed within five years.

For additional details on the exchange of Genussscheine for Participation Certificates, please refer to the announcement of the Roche’s Board of Directors’ on 22 July 2025, the invite to the AGM 2026, the Listing Prospectus,  the information document and consult the dedicated FAQ section available here.

The address by Chairman of the Board of Directors Severin Schwan to shareholders will be available at https://www.roche.com/about/governance/annual-general-meetings.

About Roche
Founded in 1896 in Basel, Switzerland, as one of the first industrial manufacturers of branded medicines, Roche has grown into the world’s largest biotechnology company and the global leader in in-vitro diagnostics. The company pursues scientific excellence to discover and develop medicines and diagnostics for improving and saving the lives of people around the world. We are a pioneer in personalised healthcare and want to further transform how healthcare is delivered to have an even greater impact. To provide the best care for each person we partner with many stakeholders and combine our strengths in Diagnostics and Pharma with data insights from the clinical practice.

For over 125 years, sustainability has been an integral part of Roche’s business. As a science-driven company, our greatest contribution to society is developing innovative medicines and diagnostics that help people live healthier lives. Roche is committed to the Science Based Targets initiative and the Sustainable Markets Initiative to achieve net zero by 2045.

Genentech, in the United States, is a wholly owned member of the Roche Group. Roche is the majority shareholder in Chugai Pharmaceutical, Japan.

For more information, please visit www.roche.com.

All trademarks used or mentioned in this release are protected by law.

Roche Global Media Relations
Phone: +41 61 688 8888 / e-mail: media.relations@roche.com

Hans Trees, PhD Phone: +41 79 407 72 58	Nathalie Altermatt Phone: +41 79 771 05 25
Lorena Corfas Phone: +41 79 568 24 95	Simon Goldsborough Phone: +44 797 32 72 915
Karsten Kleine Phone: +41 79 461 86 83	Kirti Pandey Phone: +49 172 6367262
Yvette Petillon Phone: +41 79 961 92 50	Dr Rebekka Schnell Phone: +41 79 205 27 03

Attachment

• Media Release Roche AGM 2026 English

FAQ

What dividend did Roche (RHHBY) approve at the 2026 AGM and why does it matter?

Roche approved a dividend of CHF 9.80 per share, its 39th consecutive increase. According to Roche, this reflects the board’s decision to return capital to shareholders and signals continued confidence in the company’s financial position and cash generation.

When will Roche’s Genussscheine stop trading and when do Participation Certificates (ROP) start trading?

Genussscheine are scheduled to cease trading on 16 March 2026 and Participation Certificates begin on 17 March 2026. According to Roche, the new Participation Certificates will carry ISIN CH1499059983 and ticker ROP on SIX Swiss Exchange.

How much shareholder attendance and support was there for Roche’s 2026 AGM votes?

Shareholders representing 77.22% of total shares attended the AGM and approved proposals by strong majorities. According to Roche, key votes such as the chairman’s re-election received around 97.75% support.

What corporate governance changes did Roche (RHHBY) approve at the AGM 2026?

Shareholders approved discharge of directors, re-elections, auditor appointment, and partial articles amendment. According to Roche, KPMG AG was appointed statutory auditor for the 2026 financial year and corporate articles were amended including nominal value reduction.

What should holders of printed Roche equity certificates do after the 2026 AGM decision?

Holders of printed certificates should submit them and remaining dividend vouchers to a depository bank promptly for conversion. According to Roche, this ensures smooth dividend payments and avoids potential loss of dividend claims under the new Participation Certificate structure.