Exhibit 1.1  Articles of Incorporation of   Novartis AG




































February 28,   2017


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  (The original German text remains, in all matters, binding and definitive)  Novartis AG 4002 Basel, Switzerland  © February 2017, Novartis AG


Section 1
Corporate Name,   Registered Office, Purpose and Duration
2Section 2
Share Capital
2Section 3
Corporate Bodies
4A. General Meeting of Shareholders
4B. Board of Directors
7C. Auditors
10Section 4
Compensation of the   Board of Directors and the Executive Committee
11Section 5
Annual Financial   Statements, Consolidated Financial Statements and Profit Allocation
14Section 6
Publications and Place   of Jurisdiction
14  1


Section 1

Corporate Name, Registered Office, Purpose and   DurationArticle 1Corporate 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 2Purpose
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 3Duration

The duration of the Company is unlimited.Section 2

Share CapitalArticle 4Share capital
1
The share capital of the Company is CHF 1,308,422,410,   fully paid-in and divided into 2,616,844,820 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 5Shareholders 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.  2


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.  3


Article 6Form 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 7Exercise 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 BodiesA. General Meeting of ShareholdersArticle 8Competence

The General Meeting of Shareholders is the supreme   body of the Company.Article 9General 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.  4


Article 10b. 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 11Convening 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 12Agenda
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 13Presiding 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.  5


Article 14Proxies
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 15Voting rights

Each share provides entitlement to one vote.Article 16Resolutions, 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.  6


Article 17Powers 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 18Special 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 DirectorsArticle 19Number of Directors

The Board of Directors shall consist of a minimum of 8 and a maximum   of 16 members.Article 20Term 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.  7


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 21Organization
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 22Convening 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 23Resolutions
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.  8


Article 24Powers 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 25Delegation 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 26Signature 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.  9


Article 27Organization 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.   AuditorsArticle 28Term, 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.  10


Section 4

Compensation   of the Board of Directors and the Executive CommitteeArticle 29Approval 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 30Additional 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.  11


Article 31General 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 32Variable 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.  12


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 33Agreements 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 34Mandates 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.  13


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 35Loans

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 AllocationArticle 36Financial 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 37Allocation 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   JurisdictionArticle 38Publications

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 39Place 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.  14