Exhibit 4.1


 





		 

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                     Articles of
                                         Incorporation of Novartis AG

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                      

                                                                     February 28, 2020

                                                                      

                                                                     




 






     


     


    

 


 



	The
    Articles of Incorporation were adopted at the Extraordinary General
    Meeting of Novartis AG held on October 15, 1996.
	 
	Alterations
    adopted by General Meetings of:
	 
	April 21,
    1999
	October
    11, 2000 (extraordinary GM)
	March 22,
    2001
	March 21,
    2002
	March 4,
    2003
	February
    24, 2004
	March 1,
    2005
	February
    28, 2006
	February
    26, 2008
	February
    24, 2009
	February
    26, 2010
	April 8,
    2011 (extraordinary GM)
	February
    23, 2012
	February
    27, 2015
	February
    23, 2016
	February
    28, 2017
	March 2,
    2018
	February
    28, 2019
	February
    28, 2020
	 
	(The original
    German text remains, in all matters, binding and definitive)
	 
	Novartis
    AG
	4002 Basel,
    Switzerland
	 
	©
    February 2020, Novartis AG


 






     


    
	 1	 	Articles of Incorporation of Novartis AG




    

 


	Section 1	 	
        Corporate Name, Registered
        Office, Purpose and Duration
	3
	 	 	 	 
	Section 2	 	
        Share Capital
	3
	 	 	 	 
	Section 3	 	
        Corporate Bodies
	5
	 	 	
        A. General Meeting of Shareholders
	5
	 	 	
        B. Board of Directors
	8
	 	 	
        C. Auditors
	11
	 	 	 	 
	Section 4	 	
        Compensation of the Board
        of Directors and the Executive Committee
	12
	 	 	 	 
	Section 5	 	
        Annual Financial Statements,
        Consolidated Financial Statements and Profit Allocation
	15
	 	 	 	 
	Section 6	 	
        Publications and Place of
        Jurisdiction
	15


 






     


    
	 2	 	Articles of Incorporation of Novartis AG




    

 






     


    
	 3	 	Articles of Incorporation of Novartis AG




    

 


	Section
    1	 	Corporate
    Name, Registered Office, Purpose and Duration
	 	 	 
	 	 	Article
    1
	Corporate
    name, Registered office	 	Under
        the Corporate name

        Novartis
        AG

        Novartis
        SA

        Novartis
        Inc.

        there
        exists a company limited by shares with its registered office in Basel.

	 	 	 
	 	 	Article
    2
	Purpose	1	Purpose
    of the Company is to hold interests in enterprises in the area of health care or nutrition. The Company may also hold interests
    in enterprises in the areas of biology, chemistry, physics, information technology or related areas.
	 	2	The
    Company may acquire, mortgage, liquidate or sell real estate and intellectual property rights in Switzerland or abroad.
	 	3	In pursuing
    its purpose, the Company strives to create sustainable value.
	 	 	 
	 	 	Article
    3
	Duration	 	The
    duration of the Company is unlimited.
	 	 	 
	Section
    2	 	Share
    Capital
	 	 	 
	 	 	Article
    4
	Share
    capital	1	The
    share capital of the Company is CHF 1 233 530 460, fully paid-in and divided into 2 467 060 920
    registered shares. Each share has a nominal value of CHF 0.50.
	 	2	Upon
    resolution of the General Meeting of Shareholders registered shares may be converted into bearer shares and reversed bearer
    shares may be converted into registered shares.
	 	 	 
	 	 	Article
    5
	Shareholders register
    and restrictions of registration, Nominees 	1	The
    Company shall maintain a shareholders register showing the last names, first names, domicile, address and nationality (in
    the case of legal entities the registered office) of the holders or usufructuaries of registered shares.



 






     


    
	 4	 	Articles of Incorporation of Novartis AG




    

 


			
	2	Upon
    request acquirers of registered shares are registered in the shareholders register as shareholders with the right to vote,
    provided that they declare explicitly to have acquired the registered shares in their own name and for their own account.
    Subject to the restrictions set forth in paragraph 6 of this article, no person or entity shall be registered with the right
    to vote for more than 2% of the registered share capital as set forth in the commercial register. This restriction of registration
    also applies to persons who hold some or all of their shares through nominees pursuant to this article. All of the foregoing
    is subject to Article 685d paragraph 3 of the Swiss Code of Obligations.
	 	3	The
    Board of Directors may register nominees with the right to vote in the share register to the extent of up to 0.5% of the registered
    share capital as set forth in the commercial register. Registered shares held by a nominee that exceed this limit may be registered
    in the shareholders register if the nominee discloses the names, addresses and the number of shares of the persons for whose
    account it holds 0.5% or more of the registered share capital as set forth in the commercial register. Nominees within the
    meaning of this provision are persons who do not explicitly declare in the request for registration to hold the shares for
    their own account and with whom the Board of Directors has entered into a corresponding agreement.
	 	4	Corporate
    bodies and partnerships or other groups of persons or joint owners who are interrelated to one another through capital ownership,
    voting rights, uniform management or otherwise linked as well as individuals or corporate bodies and partnerships who act
    in concert to circumvent the regulations concerning the limitation of participation or the nominees (especially as syndicates),
    shall be treated as one single person or nominee within the meaning of paragraphs 2 and 3 of this article.
	 	5	After
    hearing the registered shareholder or nominee, the Board of Directors may cancel registrations in the shareholders register
    with retroactive effect as of the date of registration if the registration was effected based on false information. The respective
    shareholder or nominee shall be informed immediately of the cancellation of the registration.
	 	6	The
    Board of Directors shall specify the details and give the necessary orders concerning the adherence to the preceding regulations.
    In particular cases it may allow exemptions from the limitation for registration in the share register or the regulation concerning
    nominees. It may delegate its duties.
	 	7	The
    limitation for registration in the share register provided for in this article shall also apply to shares acquired or subscribed
    by the exercise of subscription, option or conversion rights.



 






     


    
	 5	 	Articles of Incorporation of Novartis AG




    

 


	 	 	Article
    6
	Form of shares	1	Subject
    to paragraphs 2 and 4 of this article, the registered shares of the Company are issued as uncertificated securities (in terms
    of the Swiss Code of Obligations) and as book entry securities (in terms of the Book Entry Securities Act).
	 	2	The
    Company may withdraw shares issued as book entry securities from the custodian system (Verwahrungssystem).
	 	3	Provided
    that the shareholder is registered in the shareholders register, the shareholder may request from the Company a statement
    of his or her registered shares at any time.
	 	4	The
    shareholder has no right to the printing and delivery of certificates. The Company may, however, print and deliver certificates
    (individual share certificates, certificates or global certificates) for shares at any time. The Company may, with the consent
    of the shareholder, cancel issued certificates that are returned to the Company.
	 	 	 
	 	 	Article
    7
	Exercise of rights	1	The
    shares are not divisible. The Company accepts only one representative per share.
	 	2	The
    right to vote and the other rights associated with a registered share may only be exercised vis-à-vis the Company by
    a shareholder, usufructuary or nominee who is registered in the share register.
	 	 	 
	Section
    3	 	Corporate
        Bodies

        A.
        General Meeting of Shareholders

	 	 	 
	 	 	Article
    8
	Competence	 	The
    General Meeting of Shareholders is the supreme body of the Company.
	 	 	 
	 	 	Article
    9
	General
        Meetings

        a. Annual
        General Meeting
	 	The
    Annual General Meeting of Shareholders shall be held each year within six months after the close of the financial year of
    the Company; at the latest twenty days before the meeting the annual report and the reports of the auditors shall be made
    available for inspection by the Shareholders at the registered office of the Company. Notification thereof may be made by
    way of a publication in the publication organs set forth in Article 38 of these Articles of Incorporation.



 






     


    
	 6	 	Articles of Incorporation of Novartis AG




    

 


	 	 	Article
    10
	b.
    Extraordinary General Meetings of Shareholders	1	Extraordinary General
    Meetings of Shareholders shall take place upon request of the Board of Directors or the Auditors.
	2	Furthermore, Extraordinary
    General Meetings of Shareholders shall be convened upon resolution of a General Meeting of Shareholders or if it is required
    by one or more shareholders who are representing in the aggregate not less than one tenth of the share capital and submit
    a petition signed by such shareholder or shareholders specifying the items for the agenda and the proposals.
	 	 	Article
    11
	Convening
    of General Meetings of Shareholders	1	General Meetings of
    Shareholders shall be convened by the Board of Directors at the latest twenty days before the date of the meeting. The meeting
    shall be convened by way of a notice appearing once in the official publication organs of the Company. Registered shareholders
    may also be informed by mail.
	 	2	The notice of a meeting
    shall state the items on the agenda and the proposals of the Board of Directors and as the case may be of the shareholders
    who demanded that a General Meeting of Shareholders be convened and, in case of elections, the names of the nominated candidates.
	 	 	Article
    12
	Agenda	1	One or more shareholders
    whose combined shareholdings represent an aggregate nominal value of at least CHF 1 million may demand that an item be included
    in the agenda of a General Meeting of Shareholders. Such a demand must be made in writing at the latest forty-five days before
    the meeting and shall specify the items and the proposals of such a shareholder.
	 	2	No resolution shall
    be passed at a General Meeting of Shareholders on matters for which no proper notice was given. This provision shall not apply
    to proposals to convene an Extraordinary General Meeting of Shareholders or to initiate a special audit.
	 	 	Article
    13
	Presiding
    officer, Minutes, Vote counters	1	The General Meeting
    of Shareholders shall take place at the registered office of the Company, unless the Board of Directors decides otherwise.
    The Chairman of the Board of Directors or in his absence a Vice-Chairman or any other member of the Board of Directors designated
    by the Board of Directors shall take the chair.
	 	2	The presiding officer
    shall appoint a secretary and the vote counters. The minutes shall be signed by the presiding officer and the secretary.



 






     


    
	 7	 	Articles of Incorporation of Novartis AG




    

 


	 	 	Article
    14
	Proxies	1	The Board of Directors
    may issue regulations regarding the participation and the representation at the General Meeting of Shareholders and may allow
    electronic proxies without qualified signatures.
	 	2	A shareholder shall
    only be represented by his legal representative, another shareholder with the right to vote, or the Independent Proxy (in
    German: Unabhängiger Stimmrechtsvertreter).
	 	3	The General Meeting
    of Shareholders shall elect the Independent Proxy for a term of office lasting until completion of the next Annual General
    Meeting of Shareholders. Re-election is possible.
	 	4	If the Company does
    not have an Independent Proxy, the Board of Directors shall appoint the Independent Proxy for the next General Meeting of
    Shareholders.
	 	 	Article
    15
	Voting
    rights	 	Each share provides
    entitlement to one vote.
	 	 	Article
    16
	Resolutions,
    Elections	1	Unless the law requires
    otherwise, the General Meeting passes resolutions and elections with the absolute majority of the votes validly represented.
	 	2	Resolutions and elections
    shall be taken either on a show of hands or by electronic voting, unless the General Meeting decides for, or the presiding
    officer orders, a secret ballot.
	 	3	The presiding officer
    may at any time order to repeat an election or resolution taken on a show of hands with a secret ballot, if he doubts the
    results of the vote. In this case, the preceding election or resolution taken on a show of hands is deemed not to have taken
    place.
	 	4	If no election has
    taken place at the first ballot and if there is more than one candidate, the presiding officer shall order a second ballot
    in which the relative majority shall be decisive.



 






     


    
	 8	 	Articles of Incorporation of Novartis AG




    

 


	 	 	Article
    17
	Powers
    of the General Meeting of Shareholders	 	The following powers
        shall be vested exclusively in the General Meeting of Shareholders:

        a)   To
        adopt and amend the Articles of Incorporation;

        b)   To
        elect and remove the members of the Board of Directors, the Chairman of the Board of Directors, the members of the
        Compensation Committee, the Independent Proxy and the Auditors;

        c)   To
        approve the management report (if required) and the consolidated financial statements;

        d)   To
        approve the financial statements and to decide on the appropriation of available earnings shown on the balance sheet,
        in particular with regard to dividends;

        e)   To
        approve the aggregate amounts of compensation of the Board of Directors and the Executive Committee in accordance
        with Article 29 of these Articles of Incorporation;

        f)    To
        grant discharge to the members of the Board of Directors and to the members of the Executive Committee;

        g)   To
        decide on matters that are reserved by law or by the Articles of Incorporation to the General Meeting of Shareholders.

	 	 	Article
    18
	Special
    quorum	 	The approval of at
        least two-thirds of the votes represented is required for resolutions of the General Meeting of Shareholders on:

        a)   An
        alteration of the purpose of the Company;

        b)   The
        creation of shares with increased voting powers;

        c)   An
        implementation of restrictions on the transfer of registered shares and the removal of such restrictions;

        d)   An
        authorized or conditional increase of the share capital;

        e)   An
        increase of the share capital out of equity, by contribution in kind or for the purpose of an acquisition of property
        and the grant of special rights;

        f)    A
        restriction or suspension of rights of option to subscribe;

        g)   A
        change of location of the registered office of the Company;

        h)   The
        dissolution of the Company.

	 	 	B.
    Board of Directors
	 	 	Article
    19
	Number
    of Directors	 	The Board of Directors
    shall consist of a minimum of 8 and a maximum of 16 members.
	 	 	Article
    20
	Term
    of office	1	The members of the
    Board of Directors and the Chairman of the Board of Directors shall be elected individually by the General Meeting of Shareholders
    for a term of office lasting until completion of the next Annual General Meeting of Shareholders.



 






     


    
	 9	 	Articles of Incorporation of Novartis AG




    

 


	 	2	Members
    whose term of office has ended may be immediately re-elected, subject to paragraph 3 hereinafter.
	 	3	Individuals who have
    turned 70 years of age at the date of the General Meeting of Shareholders may no longer be elected as members of the Board
    of Directors. The General Meeting of Shareholders may, under special circumstances, grant exceptions to this rule.
	 	 	Article
    21
	Organization	1	The Board of Directors
    constitutes itself in compliance with legal requirements and taking into consideration the resolutions of the General Meeting
    of Shareholders. It shall elect one or two Vice-Chairmen. It shall appoint a secretary, who need not be a member of the Board
    of Directors.
	 	2	If the office of the
    Chairman of the Board of Directors is vacant, the Board of Directors shall appoint a new Chairman from amongst its members
    for the remaining term of office.
	 	 	Article
    22
	Convening
    of meetings	 	The Chairman shall
    convene meetings of the Board of Directors if and when the need arises or if a member so requires in writing.
	 	 	Article
    23
	Resolutions	1	For the Board of Directors
    to pass resolutions, at least a majority of its members must be present. No such quorum shall be required for resolutions
    of the Board of Directors providing for the confirmation of capital increases or for the amendment of the Articles of Incorporation
    in connection with increases of the share capital.
	 	2	The adoption of resolutions
    by the Board of Directors requires a majority of the votes cast. The Chairman shall not have the deciding vote.
	 	3	Resolutions may also
    be passed via teleconference, or, unless a member calls for an oral deliberation, in writing by way of a circular or electronic
    data transfer.



 






     


    
	 10	 	Articles of Incorporation of Novartis AG




    

 


	 	 	Article
    24
	Powers
    of the Board of Directors	1	The Board of Directors
        has in particular the following non-delegable and inalienable duties:

        a)   The
        ultimate direction of the Company’s business and issuing of the necessary directives;

        b)   The
        determination of the organization of the Company;

        c)   The
        determination of the principles of accounting, financial controlling and financial planning;

        d)   The
        appointment and removal of the persons entrusted with the management and representation of the Company (including the
        CEO and the other members of the Executive Committee);

        e)   The
        ultimate supervision of the persons entrusted with the management of the Company, specifically in view of  their compliance
        with the law, Articles of Incorporation, regulations and directives;

        f)    The
        preparation of the annual report and the compensation report in accordance with the provisions of the law and the Articles
        of Incorporation;

        g)   The
        preparations for the General Meeting of Shareholders and carrying out of the resolutions of the General  Meeting of Shareholders;

        h)   The
        notification to the court in the event of over-indebtedness; and

        i)    The
        adoption of resolutions concerning increases in share capital to the extent that such power is vested in the  Board of
        Directors (Article 651 paragraph 4 of the Swiss Code of Obligations), as well as resolutions concerning the confirmation
        of capital increases and respective amendments to the Articles of Incorporation.

	 	2	In addition, the Board
    of Directors can pass resolutions with respect to all matters which are not reserved to the authority of the General Meeting
    of Shareholders by law or by these Articles of Incorporation.
	 	 	Article
    25
	Delegation
    of powers	 	The Board of Directors
    may, within the limits of the law and the Articles of Incorporation, delegate the management of the Company in whole or in
    part to one or several of its members (including to ad hoc or permanent committees of the Board of Directors) or to third
    persons (Executive Committee).
	 	 	Article
    26
	Signature
    power	 	The Board of Directors
    shall designate those of its members as well as those third persons who shall have legal signatory power for the Company,
    and shall further determine the manner in which such persons may sign on behalf of the Company.



 






     


    
	 11	 	Articles of Incorporation of Novartis AG




    

 


	 	 	Article
    27
	Organization
    and powers of the Compensation Committee	1	The Compensation Committee
    shall consist of a minimum of 3 and a maximum of 5 members of the Board of Directors.
	2	The members of the
    Compensation Committee shall be elected individually by the General Meeting of Shareholders for a term of office lasting until
    completion of the next Annual General Meeting of Shareholders. Members of the Compensation Committee whose term of office
    has expired shall be immediately eligible for re-election.
	 	3	If there are vacancies
    on the Compensation Committee, the Board of Directors shall appoint substitutes for the remaining term of office.
	 	4	The Board of Directors
    shall elect a chairman of the Compensation Committee. The Board of Directors shall, within the limits of the law and the Articles
    of Incorporation, define the organization of the Compensation Committee in regulations.
	 	5	The Compensation Committee
        has the following powers:

        a)   Develop
        a compensation strategy in line with the principles described in the Articles of Incorporation and submit it  for approval
        to the Board of Directors;

        b)   Propose
        to the Board of Directors the principles and structure of the compensation plans;

        c)   Support
        the Board of Directors in preparing the proposals to the General Meeting of Shareholders regarding the  compensation of
        the members of the Board of Directors and the Executive Committee;

        d)   Submit
        the compensation report to the Board of Directors for approval;

        e)   Inform
        the Board of Directors about policies, programs and key decisions as well as comparisons of compensation  levels at key
        competitors;

        f)    Regularly
        report to the Board of Directors on the decisions and deliberations of the Compensation Committee;

        g)   Assume
        other responsibilities assigned to it by law, the Articles of Incorporation or by the Board of Directors.

	 	6	The Board of Directors
    issues regulations to determine for which positions of the Board of Directors and of the Executive Committee the Compensation
    Committee shall submit proposals regarding compensation, and for which positions it shall determine the compensation in accordance
    with the Articles of Incorporation.
	 	 	C.
    Auditors
	 	 	Article
    28
	Term,
    Powers and Duties	 	The Auditors, who
    shall be elected by the General Meeting of Shareholders each year, shall have the powers and duties vested in them by law.



 






     


    
	 12	 	Articles of Incorporation of Novartis AG




    

 


	Section
    4	 	Compensation
    of the Board of Directors and the Executive Committee
	 	 	Article
    29
	Approval
    of compensation by the General Meeting of Shareholders	1	The General Meeting
        of Shareholders shall approve annually and separately the proposals of the Board of Directors in relation to the maximum
        aggregate amount of:

        a)   Compensation
        of the Board of Directors for the period until the next Annual General Meeting of Shareholders; and

        b)   Compensation
        of the Executive Committee paid, promised or granted for the following financial year.

        The Board of Directors
        may submit for approval by the General Meeting of Shareholders additional proposals relating to the same or different
        periods.

	 	2	If the General Meeting
    of Shareholders rejects the proposal of the Board of Directors for the total compensation of the Board of Directors and/or
    the Executive Committee, the decision on how to proceed shall reside with the Board of Directors. The options for the Board
    of Directors shall be to either convene an Extraordinary General Meeting to submit a new compensation proposal, or to determine
    the compensation for the corresponding period on an interim basis, subject to approval at the next Annual General Meeting
    of Shareholders.
	 	3	Notwithstanding the
    preceding paragraphs, the Company or companies controlled by it may pay out compensation prior to approval by the General
    Meeting of Shareholders subject to subsequent approval by a General Meeting of Shareholders.
	 	4	The Board of Directors
    shall submit the compensation report to an advisory vote of the General Meeting of Shareholders.
	 	 	Article
    30
	Additional
    amount	 	If the maximum aggregate
    amount of compensation already approved by the General Meeting of Shareholders is not sufficient to also cover the compensation
    of one or more members who become members of or are promoted within the Executive Committee during a compensation period for
    which the General Meeting of Shareholders has already approved the compensation of the Executive Committee, the Company or
    companies controlled by it shall be authorized to pay or grant to such member(s) an additional amount during the compensation
    period(s) already approved. The total additional amount for each relevant compensation period for which approval by the General
    Meeting of Shareholders has already been obtained shall not exceed (in full and not pro rata temporis) 40% of the aggregate
    amount of compensation of the Executive Committee last approved by the General Meeting of Shareholders per compensation period.



 






     


    
	 13	 	Articles of Incorporation of Novartis AG




    

 


	 	 	Article
    31
	General
    compensation principles	1	Compensation of the
    non-executive members of the Board of Directors comprises fixed compensation elements only. In particular, non-executive members
    of the Board of Directors shall receive no company contributions to any pension plan, no performance-related elements and
    no financial instruments (e.g. options).
	 	2	Compensation of the
    members of the Executive Committee comprises fixed and variable compensation elements. Fixed compensation comprises the base
    salary and may comprise other compensation elements and benefits. Variable compensation may comprise short-term and long-term
    compensation elements.
	 	3	Compensation (to non-executive
    members of the Board of Directors and to members of the Executive Committee) may be paid or granted in the form of cash, shares,
    other benefits or in kind. Compensation to members of the Executive Committee may also be paid or granted in the form of financial
    instruments or similar units. Compensation may be paid by the Company or companies controlled by it. The Board of Directors
    determines the valuation of each compensation element on the basis of the principles that apply to the establishment of the
    compensation report.
	 	 	Article
    32
	Variable
    compensation	1	The variable compensation
    paid or granted to the members of the Executive Committee in a certain year shall consist of compensation elements from short-
    and long-term compensation plans (as defined in this Article 32).
	 	2	The short-term compensation
    plans are based on performance metrics that take into account the performance of the Novartis Group and/or parts thereof,
    and/or individual targets. Achievements are generally measured based on the one-year period to which the short-term compensation
    relates. The short-term compensation pay-outs shall be subject to caps that may be expressed as predetermined multipliers
    of the respective target levels.
	 	3	The long-term compensation
    plans are based on performance metrics that take into account strategic objectives of the Novartis Group (such as financial,
    innovation, Shareholder return and/or other metrics). Achievements are generally measured based on a period of not less than
    three years. The long-term compensation pay-outs shall be subject to caps that may be expressed as predetermined multipliers
    of the respective target levels.
	 	4	The Board of Directors
    or, to the extent delegated to it, the Compensation Committee determines performance metrics, target levels, and their achievement.



 






     


    
	 14	 	Articles of Incorporation of Novartis AG




    

 


	 	5	The Board of Directors
    or, to the extent delegated to it, the Compensation Committee determines grant, vesting, blocking, exercise and forfeiture
    conditions of the compensation; they may provide for continuation, acceleration or removal of vesting and exercise conditions,
    for payment or grant of compensation assuming target achievement or for forfeiture in the event of predefined events such
    as death, disability, retirement or termination of an employment or mandate agreement.
	 	 	Article
    33
	Agreements
    with Members of the Board of Directors and of the Executive Committee	1	The Company or companies
    controlled by it may enter into agreements with members of the Board of Directors relating to their compensation for a fixed
    term of one year. The Company or companies controlled by it may enter into contracts of employment with members of the Executive
    Committee for a fixed term not exceeding one year or for an indefinite period of time with a notice period not exceeding 12
    months.
	 	2	Contracts of employment
    with members of the Executive Committee may contain a prohibition of competition for the time after the end of employment
    for a duration of up to one year. The annual consideration for such prohibition shall not exceed the total annual compensation
    (i.e. base salary and annual incentive) last paid to such member of the Executive Committee.
	 	 	Article
    34
	Mandates
    outside of the Novartis Group	1	No member of the Board
    of Directors may hold more than 10 additional mandates in other companies, of which no more than 4 additional mandates shall
    be in other listed companies. Chairmanships of the board of directors of other listed companies count as two mandates. Each
    of these mandates shall be subject to approval by the Board of Directors.
	 	2	No member of the Executive
    Committee may hold more than 6 additional mandates in other companies, of which no more than 2 additional mandates shall be
    in other listed companies. Each of these mandates shall be subject to approval by the Board of Directors. Members of the Executive
    Committee are not allowed to hold chairmanship of the board of directors of other listed companies.
	 	3	The following mandates
        are not subject to these limitations:

        a)   Mandates
        in companies which are controlled by the Company;

        b)   Mandates
        which a member of the Board of Directors or of the Executive Committee holds at the request of the Company or companies
        controlled by it. No member of the Board of Directors or of the Executive Committee shall hold more than 5 such mandates;
        and

        c)   Mandates
        in associations, charitable organizations, foundations, trusts and employee welfare foundations. No member of the Board
        of Directors or of the Executive Committee shall hold more than 10 such mandates.




 






     


    
	 15	 	Articles of Incorporation of Novartis AG




    

 


	 	4	Mandates shall mean
    mandates in the supreme governing body of a legal entity which is required to be registered in the commercial register or
    a comparable foreign register. Mandates in different legal entities which are under joint control are deemed one mandate.
	 	5	The Board of Directors
    may issue regulations that may determine additional restrictions, taking into account the position of the respective member.
	 	 	Article
    35
	Loans	 	No loans or credits
    shall be granted to the members of the Board of Directors or the Executive Committee.
	Section
    5	 	Annual
    Financial Statements, Consolidated Financial Statements and Profit Allocation
	 	 	Article
    36
	Financial
    year	 	The Board of Directors
    shall prepare for each financial year as of 31 December an annual report consisting of financial statements with a management
    report if required and the consolidated financial statements.
	 	 	Article
    37
	Allocation
    of profit shown on the balance sheet, Reserves	1	The allocation of
    the profit shown on the balance sheet shall be determined by the General Meeting of Shareholders subject to the legal provisions.
    The Board of Directors shall submit to the General Meeting of Shareholders its proposals.
	 	2	In addition to statutory
    reserves additional reserves may be accrued.
	 	3	Dividends which have
    not been claimed within five years after the due date fall back to the Company and shall be allocated to the general reserves.
	Section
    6	 	Publications
    and Place of Jurisdiction
	 	 	Article
    38
	Publications	 	Shareholder communications
    of the Company shall be made in the Swiss Official Gazette of Commerce. The Board of Directors may designate additional publication
    organs.
	 	 	Article
    39
	Place
    of jurisdiction	 	The place of jurisdiction
    for any disputes arising from or in connection with the shareholdership in the Company shall be at the registered office of
    the Company.