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Roche Extraordinary General Meeting 2021
Basel, 26 November 2021 – On 4 November 2021, Roche (SIX: RO, ROG; OTCQX: RHHBY) had announced its agreement with Novartis Holding AG (Novartis) regarding the repurchase of the equity stake held by Novartis in Roche. At the same time, Roche had informed that the repurchase was conditional upon, inter alia, the approval by an Extraordinary General Meeting of Roche Holding Ltd of the capital reduction by cancellation of the shares to be repurchased from Novartis and of the interim financial statements prepared for the purpose of this transaction. At today's Extraordinary General Meeting of Shareholders, the Board of Directors therefore proposed the approval of a share capital reduction by cancellation of 53,309,000 bearer shares to be repurchased from Novartis and the approval of the interim financial statements prepared for the purpose of this transaction. Today's Extraordinary General Meeting of Roche approved all proposals of the Board of Directors. The shareholders approved the audited statutory interim financial statements (standalone financial statements) of the Company as of 31 October 2021 with a majority of 100.00% and the share capital reduction by cancellation of the 53,309,000 bearer shares with a nominal value of CHF 1 each to be repurchased from Novartis with a majority of 99.85%. Therefore, the corporate law requirements for the repurchase have been satisfied. The closing of the repurchase transaction is expected to take place in early December 2021. Christoph Franz, Chairman of Roche's Board of Directors: "Today's resolutions of the Extraordinary General Meeting are in the best economic and strategic interest of Roche. As a result, we will be even better positioned to make a contribution to the health of people around the world." In view of the tense pandemic situation and in accordance with applicable law, the Extraordinary General Meeting was held with only the persons in attendance required by law or the Articles of Incorporation at the premises of Roche Holding Ltd at its registered office without the physical attendance of shareholders. Shareholders were able to exercise their rights via written or electronic instructions to the independent proxy, Testaris AG. The independent proxy represented 85.5% of all 160,000,000 bearer shares. About Roche Roche is a global pioneer in pharmaceuticals and diagnostics focused on advancing science to improve people's lives. The combined strengths of pharmaceuticals and diagnostics, as well as growing capabilities in the area of data-driven medical insights help Roche deliver truly personalised healthcare. Roche is working with partners across the healthcare sector to provide the best care for each person. Roche is the world's largest biotech company, with truly differentiated medicines in oncology, immunology, infectious diseases, ophthalmology and diseases of the central nervous system. Roche is also the world leader in in vitro diagnostics and tissue-based cancer diagnostics, and a frontrunner in diabetes management. In recent years, the company has invested in genomic profiling and real-world data partnerships and has become an industry-leading partner for medical insights. Founded in 1896, Roche continues to search for better ways to prevent, diagnose and treat diseases and make a sustainable contribution to society. The company also aims to improve patient access to medical innovations by working with all relevant stakeholders. More than thirty medicines developed by Roche are included in the World Health Organization Model Lists of Essential Medicines, among them life-saving antibiotics, antimalarials and cancer medicines. Moreover, for the thirteenth consecutive year, Roche has been recognised as one of the most sustainable companies in the pharmaceutical industry by the Dow Jones Sustainability Indices (DJSI). The Roche Group, headquartered in Basel, Switzerland, is active in over 100 countries and in 2020 employed more than 100,000 people worldwide. In 2020, Roche invested CHF 12.2 billion in R&D and posted sales of CHF 58.3 billion. 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 Group Media Relations Phone: +41 61 688 8888 / e-mail: media.relations@roche.com

Reuters

Roche shareholders approve deal to buy Novartis's stake
Roche shareholders voted overwhelmingly on Friday to support the $20.7 billion deal to buy Novartis's nearly one third voting stake, the Swiss drugmaker said.

Seeking Alpha

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