Friday, Apr 16, 2004

Genentech Announces Approval of Two-for-One Stock Split

Stockholders Approve Share Increase and Board Composition Changes

South San Francisco, Calif. -- April 16, 2004 --

Genentech, Inc. (NYSE: DNA) today announced the approval of several proposals at its annual meeting of stockholders, including an increase in Genentech's authorized shares of common stock from 1.2 billion to 3 billion shares. After the approval of the increase in the number of authorized shares of common stock, Genentech's board of directors approved a two-for-one split of the company's common stock in the form of a stock dividend.

The record date of the stock split is April 28, 2004. All stockholders of record of Genentech stock at the close of business on that date will receive one additional share of common stock for each share held. The additional shares will be distributed beginning May 12, 2004.

As of March 31, 2004, Genentech had approximately 531 million shares issued and outstanding.

Genentech also announced the approval of a proposal to amend the company's bylaws regarding board size and composition as well as the election of new directors. Stockholders approved a bylaws amendment which increases the size of the board of directors from six to seven members, provides for a total of three Roche designees on the Board, requires at least three independent directors, and allows the Board to increase its size above seven members if it chooses to do so. With this approval, the Board is looking to identify an independent director who would qualify as an "audit committee financial expert" (as defined under SEC rules) on the Board's audit committee.

The company announced the appointment of two new board members, William M. Burns and Erich Hunziker, Ph.D.; the resignation of Franz B. Humer; and the re-election of Herbert W. Boyer, Ph.D., Jonathan K.C. Knowles, Ph.D., Arthur D. Levinson, Ph.D., Sir Mark Richmond, Ph.D., and Charles A. Sanders, M.D.

Mr. Burns is the Head of Pharmaceuticals of the Roche Group and was elected to the Executive Committee of the Roche Group in 2000. From 1998 to 2001, Mr. Burns served as the Head of Europe and International Business of Roche Pharmaceuticals, and from 1991 to 1998, he served as Global Head of Strategic Marketing and Business Development. Mr. Burns is a member of the Board of Directors of Chugai Pharmaceuticals in Japan.

Dr. Hunziker joined the Roche Group as Chief Financial Officer in 2001 and was elected to the Executive Committee of the Roche Group at that time. Prior to joining the Roche Group, from 1998 until 2001, Dr. Hunziker was Chief Executive Officer of the Diethelm Group and Diethelm Keller Holding Ltd.

In other items of business at the annual meeting of stockholders, stockholders approved Genentech's 2004 Equity Incentive Plan and ratified the Board's selection of Ernst & Young LLP as the company's independent auditors for 2004.

About Genentech:
Genentech is a leading biotechnology company that discovers, develops, manufactures and commercializes biotherapeutics for significant unmet medical needs. Eighteen of the currently approved biotechnology products originated from or are based on Genentech science. Genentech manufactures and commercializes 13 biotechnology products in the United States. The company has headquarters in South San Francisco, California and is traded on the New York Stock Exchange under the symbol DNA. For additional information about the company, please visit