Obligation Roche Financial Europe B.V. 0.875% ( XS1195056079 ) en EUR

Roche Financial Europe B.V.

100 % ▼

Suisse

XS1195056079 ( en EUR )

0.875% par an ( paiement annuel )

25/02/2025 - Obligation échue

Prospectus brochure de l'obligation Roche Finance Europe B.V XS1195056079 en EUR 0.875%, échue

1 000 EUR

1 000 000 000 EUR

Roche Finance Europe B.V. est une filiale de Roche, spécialisée dans les activités financières et les services de financement au sein du groupe.

L'Obligation émise par Roche Financial Europe B.V. ( Suisse ) , en EUR, avec le code ISIN XS1195056079, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/02/2025

BASE PROSPECTUS

ROCHE FINANCE EUROPE B.V.
(incorporated with limited liability under the laws of the Netherlands and having its corporate
domicile in Woerden, the Netherlands)
ROCHE HOLDINGS, INC.
(incorporated with limited liability in the State of Delaware)
guaranteed by
ROCHE HOLDING LTD
(incorporated with limited liability in Switzerland)
EUR 15,000,000,000
Euro Medium Term Note Programme

This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is
the Luxembourg competent authority for the purpose of the Prospectus Directive (as defined herein) and relevant implementing measures
in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in
Luxembourg for the purpose of giving information with regard to the issue of notes ("Notes") issued under the EUR 15,000,000,000
Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus during the period of twelve months after the
date hereof. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Pursuant to
Article 7(7) of the Luxembourg law dated 10 July 2005 on prospectuses for securities, by approving this Base Prospectus, the CSSF
assumes no responsibility as to the economic and financial opportuneness of the transactions contemplated under this Base Prospectus or
the quality or the solvency of the Issuers or the Guarantor.
Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the
official list and to trading on the regulated market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock
Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC ("MiFID"). The CSSF
may be requested, from time to time, to provide certificates of approval attesting that the Base Prospectus has been drawn up in
accordance with the Prospectus Directive to the competent authorities (for the purposes of the Prospectus Directive) of other European
Economic Area Member States. A list of Member States to which such a certificate has been provided may be obtained from the Issuers,
the Guarantor or the Luxembourg Listing Agent. The Programme also permits Notes to be issued on the basis that they will not be
admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to
listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be
agreed with the Issuer.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of each
of the Issuers and the Guarantor to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below.

Arranger

BNP PARIBAS

Dealers

Barclays
BNP PARIBAS
Citigroup
Credit Suisse
Deutsche Bank
J.P. Morgan
Mitsubishi UFJ Securities
Santander Global Banking & Markets
SMBC Nikko
The Royal Bank of Scotland
UBS Investment Bank
UniCredit Bank

21 March 2014

CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
SUMMARY ................................................................................................................................................. 6
RISK FACTORS ........................................................................................................................................ 23
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 37
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 38
USE OF PROCEEDS ................................................................................................................................. 42
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 43
FORMS OF THE NOTES .......................................................................................................................... 44
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 48
FORM OF FINAL TERMS ........................................................................................................................ 79
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 95
GUARANTEE OF THE NOTES ............................................................................................................... 99
DESCRIPTION OF ROCHE FINANCE EUROPE B.V. ........................................................................ 104
DESCRIPTION OF ROCHE HOLDINGS, INC. .................................................................................... 107
DESCRIPTION OF ROCHE HOLDING LTD AND THE GROUP ....................................................... 111
TAXATION ............................................................................................................................................. 129
SUBSCRIPTION AND SALE ................................................................................................................. 143
GENERAL INFORMATION .................................................................................................................. 151
INDEX OF DEFINED TERMS ............................................................................................................... 154

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IMPORTANT NOTICES
Each of Roche Finance Europe B.V. ("RFE"), Roche Holdings, Inc. ("RHI") (each an "Issuer" and
together the "Issuers") and Roche Holding Ltd ("Roche" or the "Guarantor" and, together with the
Issuers, the "Responsible Persons") accepts responsibility for the information contained in this Base
Prospectus and the Final Terms for each Tranche of Notes if and when issued under the Programme and
declares that, having taken all reasonable care to ensure that such is the case, the information contained in
this Base Prospectus and the relevant Final Terms if and when a Tranche of Notes is issued is, to the best
of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Information contained in this Base Prospectus under the heading "Description of Roche Finance Europe
B.V." has been supplied by RFE. RHI does not accept any responsibility for the accuracy of such
information, nor have they independently verified any such information.
Information contained in this Base Prospectus under the heading "Description of Roche Holdings, Inc."
has been supplied by RHI. RFE does not accept any responsibility for the accuracy of such information,
nor have they independently verified any such information.
Information contained in this Base Prospectus under the heading "Description of Roche Holding Ltd" has
been supplied by Roche. RFE and RHI do not accept any responsibility for the accuracy of such
information, nor have they independently verified any such information.
In addition, in the context of any offer of Notes that is not within an exemption from the requirement to
publish a prospectus under the Prospectus Directive (a "Public Offer"), either Issuer may request the
CSSF to provide a certificate of approval in accordance with Article 18 of the Prospectus Directive (a
"passport") in relation to the passporting of the Base Prospectus to the competent authority of Austria,
Germany, The Netherlands and the United Kingdom (the "Host Member States" and, together with the
Grand Duchy of Luxembourg, the "Public Offer Jurisdictions"). Even if the relevant Issuer passports
the Base Prospectus into the Host Member State, it does not mean that it will choose to make any Public
Offer in the Host Member State. Investors should refer to the Final Terms for any issue of Notes to see
whether the relevant Issuer has selected for a Public Offer of Notes in the Host Member States and the
period during which it intends to make a Public Offer in the Host Member States. Each Responsible
Person accepts responsibility, in the Host Member States for which it has given consent referred to herein,
for the content of this Base Prospectus, in relation to any person (an "Investor") to whom an offer of any
Notes is made by any financial intermediary to whom the Responsible Persons have given their consent to
use this Base Prospectus (an "Authorised Offeror"), where the offer is made during the period for which
that consent is given and where the offer is made in the Host Member State for which that consent was
given and is in compliance with all other conditions attached to the giving of the consent, all as mentioned
in this Base Prospectus. However, neither any Responsible Person nor any Dealer has any responsibility
for any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with
applicable conduct of business rules or other local regulatory requirements or other securities law
requirements in relation to such offer.
If so specified in the Final Terms in respect of any Tranche of Notes, the relevant Issuer and the
Guarantor, where applicable, consent to the use of this Base Prospectus in connection with a Public Offer
of the relevant Notes during the Offer Period specified in the relevant Final Terms (the "Offer Period")
either (1) in the Public Offer Jurisdictions by any financial intermediary which is authorised to make such
offers under MiFID and which satisfies the conditions (if any) specified in the relevant Final Terms or (2)
by the financial intermediaries specified in the relevant Final Terms to be acting in the capacity of
Managers or, as the case may be, Placers (each as defined in the relevant Final Terms), in respect of the
relevant Tranche of Notes, in the Public Offer Jurisdictions and subject to the relevant conditions
specified in the relevant Final Terms, for so long as they are authorised to make such offers under MiFID.
The relevant Issuer and the Guarantor, where applicable, may give consent to additional financial
intermediaries after the date of the relevant Final Terms and, if they do so, the relevant Issuer will publish
the above information in relation to them on their website.
The consent referred to above relates to Offer Periods occurring within 12 months from the date of this
Base Prospectus.
Any Authorised Offeror who wishes to use this Base Prospectus in connection with a Public Offer
as set out in (1) above is required, for the duration of the relevant Offer Period, to publish on its
website that it is using this Base Prospectus for such Public Offer in accordance with the consent of
the relevant Issuer and the conditions attached thereto.
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To the extent specified in the relevant Final Terms, a Public Offer may be made during the relevant Offer
Period by any of the relevant Issuer, the Guarantor (where applicable), the Dealers or any relevant
Authorised Offeror in any relevant Member State and subject to any relevant conditions, in each case all
as specified in the relevant Final Terms.
Neither of the Issuers nor the Guarantor nor any of the Dealers has authorised the making of any Public
Offer of any Notes by any person in any circumstances and such person is not permitted to use this Base
Prospectus in connection with its offer of any Notes unless (1) the offer is made by an Authorised Offeror
as described above or (2) the offer is otherwise made in circumstances falling within an exemption from
the requirement to publish a prospectus under the Prospectus Directive. Any such unauthorised offers are
not made on behalf of either of the Issuers, the Guarantor, any Dealer or any Authorised Offeror and none
of the Issuers, the Guarantor, any Dealer or any Authorised Offeror has any responsibility or liability for
the actions of any person making such offers. Each Investor should therefore enquire whether an offer of
Notes is so authorised by the relevant Issuer and Guarantor. If the offeror is not so authorised, the
Investor should check with the offeror whether anyone is responsible for the Base Prospectus for the
purposes of the Prospectus Directive in the context of the offer to the public, and, if so, who that person
is. If the Investor is in any doubt about whether it can rely on the Base Prospectus and/or who is
responsible for its contents it should take legal advice.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so,
and offers and sales of the Notes to an Investor by an Authorised Offeror will be made, in
accordance with any terms and other arrangements in place between such Authorised Offeror and
such Investor including as to price, allocation, settlement arrangements and any expenses or taxes
to be charged to the Investor (the "Terms and Conditions of the Public Offer"). Neither any of the
Issuers nor the Guarantor will be a party to any such arrangements with Investors (other than
Dealers) in connection with the offer or sale of the Notes and, accordingly, this Base Prospectus and
any Final Terms will not contain such information. The Terms and Conditions of the Public Offer
shall be provided to Investors by that Authorised Offeror at the relevant time. None of the Issuers,
the Guarantor, any of the Dealers or other Authorised Offerors has any responsibility or liability
for such information.
In the context of any issue of Notes, each of the relevant Dealers and Placers will be required to
acknowledge and agree, that for the purpose of offer(s) of the Notes, the Notes may only be publicly
offered in Public Offer Jurisdictions during the Offer Period or offered to in compliance with Article 3(2)
of the Prospectus Directive in any other European Economic Area Member State pursuant to and in
accordance with the Base Prospectus and the Final Terms (without modification or supplement) and that
all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Base
Prospectus and the provisions of the Final Terms and in compliance with all applicable laws and
regulations, provided that no such offer of Notes shall require the Issuer or any relevant Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as
described above.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called
final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown
Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. In the case of a
Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus
to information being specified or identified in the relevant Final Terms shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus unless
the context requires otherwise. This Base Prospectus must be read and construed together with any
supplements hereto and with any information incorporated by reference herein and, in relation to any
Tranche of Notes which is the subject of Final Terms, must be read and construed together with the
relevant Final Terms.
Each of the Issuers and the Guarantor have confirmed to the Dealers named under "Subscription and
Sale" below that this Base Prospectus contains all information which is (in the context of the Programme,
the issue, offering and sale of the Notes and the Guarantee of the Notes, as defined below) material; that
such information is true and accurate in all material respects and is not misleading in any material respect;
that any opinions, predictions or intentions expressed herein are honestly held or made and are not
misleading in any material respect; that this Base Prospectus does not omit to state any material fact
necessary to make such information, opinions, predictions or intentions (in the context of the Programme,
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the issue, offering and sale of the Notes and the Guarantee of the Notes) not misleading in any material
respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuers or the Guarantor or such other information as is in the public
domain and, if given or made, such information or representation should not be relied upon as having
been authorised by the Issuers, the Guarantor or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Base Prospectus and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Base Prospectus. Neither the
delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in
any circumstances, create any implication that the information contained in this Base Prospectus is true
subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuers or the Guarantor since the
date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuers, the Guarantor and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other
offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been
and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities
Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to U.S. persons. Notes in bearer form are subject to
U.S. tax law requirements and may not be offered, sold or delivered within the United States or its
possessions or to United States persons (as defined in the U.S. Internal Revenue code of 1986, as
amended (the "Code") and the U.S. Treasury regulations thereunder). Notes issued by RHI must be
issued in registered form.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantor, the
Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for
or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of the Issuers and the
Guarantor. The relevant Dealers may be paid fees in relation to any issue of Notes under the Programme.
Any such Dealer and its affiliates may also have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform other services for, each of the
Issuers and/or Guarantor and their respective affiliates in the ordinary course of business.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed EUR 15,000,000,000 (and for this purpose, any Notes denominated in
another currency shall be translated into euro at the date of the agreement to issue such Notes (calculated
in accordance with the provisions of the Dealer Agreement). The maximum aggregate principal amount
of Notes which may be outstanding and guaranteed at any one time under the Programme may be
increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement
as defined under "Subscription and Sale".
The Programme has been rated (P)A1 and (P)P-1 by Moody's France SAS ("Moody's") and AA by
Standard and Poor's Credit Market Services Europe Limited ("Standard & Poor's"). Roche has been
rated long-term A1 by Moody's and AA by Standard & Poor's; short-term A-1+, P-1; outlook stable.
Moody's and Standard & Poor's are established in the EEA and registered under Regulation (EU) No.
1060/2009, as amended, (the "CRA Regulation"). Tranches of Notes may be rated or unrated. Where a
Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether
or not each credit rating applied for in relation to a relevant Tranche of Notes will be (1) issued by a credit
rating agency established in the EEA and registered under the CRA Regulation or (2) issued by a credit
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rating agency which is not established in the EEA but will be endorsed by a credit rating agency which is
established in the EEA and registered under the CRA Regulation or (3) issued by a credit rating agency
which is not established in the EEA but which is certified under the CRA Regulation will be disclosed in
the Final Terms. A list of registered and certified rating agencies published by the European Securities
and Markets Authority ("ESMA") in accordance with the CRA Regulation can be found on its website
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs though this is not conclusive
evidence of the status of the relevant rating agency included in such list, as there may be delays between
certain supervisory measures being taken against a relevant rating agency and the publication of the
updated ESMA list.
The information relating to credit rating systems below has been extracted from the websites of Moody's
and Standard & Poor's, as applicable. The Issuers and Guarantor confirm that such information has been
accurately reproduced and that, so far as they are aware, and are able to ascertain from information
published by Moody's and Standard & Poor's, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
According to Moody's rating system, obligations rated "A" are judged to be are judged to be upper-
medium grade and are subject to low credit risk. Moody's appends numerical modifiers "1", "2", and "3"
to each generic rating classification from "Aa" through "Caa". The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier "2" indicates a mid-range ranking; and
the modifier 3 indicates a ranking in the lower end of that generic rating category. Issuers rated "P-1"
have a superior ability to repay short-term debt obligations.
According to the Standard & Poor's rating system, an obligor rated "AA" has very strong capacity to meet
its financial commitments and an obligation rated "AA" means that the obligor's capacity to meet its
financial commitment on the obligation is very strong. A short-term obligation rated "A-1" is rated in the
highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This
indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely
strong.
In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency established in the EEA and registered under the CRA
Regulation unless (1) the rating is provided by a credit rating agency not established in the EEA but is
endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (2)
the rating is provided by a credit rating agency not established in the EEA which is certified under the
CRA Regulation.
A rating is not a recommendation to buy, sell or hold Notes and may be subject to suspension, change or
withdrawal at any time by the assigning rating agency.
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area (the "EEA"), references to a "Relevant Member State"
are references to a Member State which has implemented the Prospectus Directive, references to "EU"
are to the European Union, references to "U.S.$", "U.S. dollars" or "dollars" are to United States dollars,
references to "GBP" and to "Sterling" are to pounds sterling, references to "EUR", "euro" or "" are to
the currency introduced at the start of the third stage of European economic and monetary union, and as
defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro,
as amended, references to "CHF", "Swiss francs" or "francs" are to Swiss francs, references to "JPY"
are to Japanese yen, references to "CAD" are to Canadian dollars, and references to "Renminbi",
"RMB", "Chinese Yuan" and "CNY" are to the lawful currency of the PRC. The expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU. The expression "Prospectus Regulation" means Commission Regulation
(EC) No. 809/2004, as amended. All references to "China" and the "PRC" mean the People's Republic of
China and for geographical reference only (unless otherwise stated) exclude Taiwan, Macau Special
Administrative Region of the People's Republic of China and Hong Kong and all references to "Hong
Kong" are to the Hong Kong Special Administrative Region of the People's Republic of China.
Certain figures included in this Base Prospectus may have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
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figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Relevant Member State will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in
that Relevant Member State of Notes which are the subject of an offering or placement contemplated in
this Base Prospectus as completed by Final Terms or a Drawdown Prospectus in relation to the offer of
those Notes may only do so (i) in circumstances in which no obligation arises for either of the Issuers or
any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii)
if a prospectus for such offer has been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State and (in either case) published, all in accordance with the
Prospectus Directive, provided that any such prospectus has subsequently been completed by Final
Terms or is a Drawdown Prospectus which specify that offers may be made other than pursuant to Article
3(2) of the Prospectus Directive in that Relevant Member State, such offer is made in accordance with the
fifth paragraph of this section entitled "Important Notices". Except to the extent sub-paragraph (ii) above
may apply, none of the Issuers, the Guarantor nor any Dealer have authorised, nor do they authorise, the
making of any offer of Notes in circumstances in which an obligation arises for either of the Issuers or
any Dealer to publish or supplement a prospectus for such offer.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) may over allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure
of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
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SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered
in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for the Notes and Issuers.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of Notes and
Issuers, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of "Not Applicable".

Section A Introduction and Warnings

A.1
Introduction:
Warning that:

this summary should be read as introduction to the Base
Prospectus;

any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by the
investor;

where a claim relating to the information contained in
the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of
the Member States, have to bear the costs of translating
the Base Prospectus before the legal proceedings are
initiated; and

civil liability attaches only to those persons who have
tabled the summary including any translation thereof,
but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of
the Base Prospectus or it does not provide, when read
together with the other parts of the Base Prospectus, key
information in order to aid investors when considering
whether to invest in such Notes.
A.2
Consent:
[Not Applicable. The Notes are issued in denominations of at
least 100,000 (or its equivalent in any other currency).]
[The Issuer and the Guarantor consent to the use of this Base
Prospectus in connection with a Public Offer of the Notes by
[any financial intermediary which is authorised to make such
offers under the Markets in Financial Instruments Directive
(Directive 2004/39/EC)]/[by each of the financial intermediaries
specified in the Final Terms to be acting in the capacity as
Managers [and each of [·], [·], [·] and [·] (each a "Placer" and
together the "Placers")] on the following basis:

(a)
the relevant Public Offer must occur during the period
from and including [·] to but excluding [·] (the "Offer
Period");

(b)
the relevant Authorised Offeror must satisfy the
following conditions: [·]].

A
"Public
Offer"
is
any
offer
of
Notes
in
[Austria]/[Germany]/[the Grand Duchy of Luxembourg]/[the
Netherlands]/[the United Kingdom] not made within an
exemption from the requirement to publish a prospectus under
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Section A Introduction and Warnings

the Prospectus Directive.
An Investor intending to acquire or acquiring any Notes
from a financial intermediary to whom the relevant Issuer
and Guarantor have given their consent (an "Authorised
Offeror") will do so, and offers and sales of the Notes to an
Investor by an Authorised Offeror will be made, in
accordance with any terms and other arrangements in place
between such Authorised Offeror and such Investor
including as to price, allocation, settlement arrangements
and any expenses or taxes to be charged to the Investor (the
"Terms and Conditions of the Public Offer"). Neither an
Issuer nor the Guarantor if applicable, will be a party to any
such arrangements with Investors (other than Dealers) in
connection with the offer or sale of the Notes and,
accordingly, this Base Prospectus and any Final Terms will
not contain such information. The Terms and Conditions of
the Public Offer shall be published by that Authorised
Offeror on its website at the relevant time. None of the
Issuers, the Guarantor, any of the Dealers or other
Authorised Offerors has any responsibility or liability for
such information.

Section B Issuers and Guarantor

B.1
Legal
and [Roche Finance Europe B.V. ("RFE")]/[Roche Holdings, Inc.
commercial name ("RHI")]
of the Issuer:
B.2
Domicile,
legal [RFE is incorporated as a private company with limited liability
form,
legislation under the laws of the Netherlands. The registered office of RFE is
and
country
of Beneluxlaan 2A, 3446 GR Woerden, The Netherlands.]
incorporation of the
Issuer:

[RHI is incorporated as a private corporation under the laws of the
State of Delaware in the United States of America. The registered
office is 1209 Orange Street, Wilmington, Delaware 19801, USA.]
B.4b
Trends:
[Not Applicable. There are no clear trends affecting RFE and the
industries in which it operates.]
[Not Applicable. There are no clear trends affecting RHI and the
industries in which it operates.]
B.5
The Group:
The Guarantor, Roche Holding Ltd ("Roche") is the parent
company of an international research-based healthcare group
which operates in more than 150 countries and employs
approximately 85,000 people worldwide. Roche is a limited
liability joint-stock company incorporated under the laws of
Switzerland.
[RFE is a finance subsidiary wholly-owned by Roche
Pharmholding B.V. and ultimately owned by Roche. RFE acts as
financing entity for Roche and its subsidiaries.RFE does not have
any subsidiaries, associated companies, interests in joint ventures
or any other equity interests in other entities.]
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Section B Issuers and Guarantor

[RHI is a holding subsidiary indirectly wholly-owned by Roche.
RHI acts as the holding company for Roche's principal operating
subsidiaries in the United States.]
B.9
Profit Forecast or [Not applicable for RFE. RFE does not a make profit forecast or
Estimate:
estimate in the Base Prospectus.]
[Not applicable for RHI. RHI does not a make profit forecast or
estimate in the Base Prospectus.]
B.10
Audit
Report [Not applicable for RFE. There are no qualifications to the audit
Qualifications:
reports for RFE.]
[Not applicable for RHI. There are no qualifications to the audit
reports for RHI.]
B.12
Summary
Key [The following tables set out selected financial information from
Financial
the consolidated balance sheet, consolidated income statement and
Information:
consolidated statement of cash flows of RHI as of and for the
years ended 31 December 2013 and 20121. The information was
extracted without material adjustment from the audited
consolidated financial statements as of and for the years ended
31 December 2013 and 20121, which were prepared under IFRS,
as adopted by the EU.

Roche Holdings, Inc. - Selected financial information from the consolidated
income statement for the year ended 31 December 2013 in millions of USD
RHI

Pharmaceuticals
Diagnostics
Corporate
Group

Sales ................................................................
17,217
................................
3,099
................................
-
20,316
.....................

Operating
9,251
89
(21)
9,319
profit .....................................................................................................................................................

Profit before

7,258
taxes ......................................................................................................................................................

Net income ................................................................

................................

................................
4,353
............

Roche Holdings, Inc. - Selected financial information from the consolidated

income statement for the year ended 31 December 20121 in millions of USD

RHI

Pharmaceuticals
Diagnostics
Corporate
Group

Sales ................................................................
15,525
................................
3,084
................................
-
18,609
.....................

Operating
6,778
213
(337)
6,654
profit .....................................................................................................................................................

Profit before

taxes ................................................................

................................

................................

4,153 ......................

Net income ................................................................

................................

................................
2,708
............

Roche Holdings, Inc. - Selected financial information from the consolidated

balance sheet in millions of USD

Year ended 31 December

2013
20121

Total non-current assets ................................................................
16, ................................
706
16,775 .........................

Total current assets ................................................................................................
7,993
11, ................................
709

Total assets ................................................................................................
24,699
................................
28,484
............

Total non-current liabilities ................................................................
(29,716) ................................

(36,067) ...................

Total current liabilities................................................................
(15,................................
890)
(17,202)...........................

1 As disclosed in Note 29 of RHI's Consolidated Financial Statements 2013, the income statement and balance sheet as of and for
the year ended 31 December 2012 have been restated following the accounting policy changes which were adopted in 2013.
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