Exhibit 1.2  Regulations of the Board of Directors, its Committees and the Executive Committee of Novartis AG  (Organisationsreglement)


Novartis AG 4002 Basel, Switzerland  © November 1, 2015, Novartis AG


Table of ContentsRegulations of the Board of Directors, its   Committees and   the Executive Committee of Novartis AG

2Section 1

General Provisions

3Section 2

Board of Directors

6Section 3

Committees of the Board

9Section 4

Chairman, Vice Chairmen and Chief Executive Officer

10Section 5

Executive Committee

11Section 6

Internal Audit

13Section 7

Effectiveness, Amendments

13Charter

The Compensation Committee of Novartis AG

14Charter

The Audit and Compliance Committee of Novartis AG

19Charter

The Governance, Nomination and Corporate   Responsibilities Committee of Novartis AG

25Charter

The Risk Committee of Novartis AG

29Charter

The Research & Development Committee of   Novartis AG

31Appendix

Independence Criteria for the Board of Directors and   its Committees

33
  1


Regulations of the   Board of Directors, its Committees and the Executive Committee of Novartis AG

Based on Article 26 of the   articles of incorporation of Novartis AG (the Articles of Incorporation),   the Board of Directors (the Board) promulgates the following regulations   (the Regulations).

These Regulations govern the   internal organization as well as the duties, powers and responsibilities of   the following executive bodies and persons of Novartis AG (the Company):

·Board
·Committees   of the Board
·Chairman   of the Board (the Chairman)
·Vice   Chairmen
·Chief   Executive Officer (the CEO)
·Executive   Committee (including its sub-committees) and
·Internal   Audit

All references to functions in   these Regulations shall apply to both male and female persons.  2


Section 1

General ProvisionsDuty of Care and Loyalty

Article 1

Each member of the Board, or the Executive Committee   is under the duty to safeguard and further the interests of the Company and   its shareholders.Conflict of Interests

Article 2

No member of the Board, the Committees of the Board,   or the Executive Committee shall participate in the deliberations and   resolutions on matters which affect, or reasonably might affect, the   interests of that member or of a person close to that member.Confidentiality

Article 3

Each member of the Board, the Committees of the   Board, or the Executive Committee shall at all times keep strictly   confidential all information  except information which is already in the   public domain  relating to the Company and its affiliated companies (the   Group) which the member has learned during the exercise of his duties. This   obligation and duty shall continue even after the term of office of the   member has expired.

Business documents of the Company and the Group   shall be returned by members of the Board, the Committees of the Board, or   the Executive Committee at the latest on expiry of their term of office.No Representation of Members

Article 4

A member of the Board, the Committees of the Board,   or the Executive Committee who is not able to participate in a meeting of the   executive body may not be represented by another member of the body or any   other person.Quorum, Majority Requirements

Article 5

Unless stated otherwise in these Regulations, the   presence in person or by telephone or video conference of a majority of the   members is required for any meeting of the Board, the Committees of the Board   or the Executive Committee. If the chair person does not participate, the   members shall nominate a chair person ad hocwho   shall be the deputy chair person.

Resolutions of the Board, the Committees of the   Board, or the Executive Committee require the affirmative majority of the   votes cast.  3


In the event of a tie on any issue,   (i) in a Committee of the Board, the full Board shall decide the issue,   and (ii) in the Executive Committee, the CEO shall decide the issue.

No quorum is required for meetings   at which the sole order of business is to deliberate and approve resolutions   providing for the confirmation of capital increases or the amendment of the   Articles of Incorporation in connection with an increase in the share   capital.

The adoption of resolutions on   items not on the agenda requires the affirmative vote of at least two thirds   of the members of the Board, the Committees of the Board, or the Executive   Committee present at a meeting.Meetings and Resolutions

Article 6

Meetings of the Board, the   Committees of the Board and the Executive Committee may be held in any   location determined by the chairperson of the respective body.

Resolutions may be passed in   writing (including by electronic communication or facsimile). A proposal for   a circular resolution must be communicated to all members, giving a deadline   for responding, and is only deemed to have passed if: (i) more than   two-thirds of all members cast a vote or give written notice that they abstain;   (ii) an absolute majority of all members casting a vote approve the   proposed resolution; and (iii) no member requests a Board meeting in   relation to the subject matter of the proposed resolution within one full   business day of receiving notice of the proposal. A circular resolution is   binding and must be recorded under a separate heading in the minutes of the   following meeting.Secretary, Minutes

Article 7

The Board, the Committees of the   Board and the Executive Com- mittee shall each appoint a secretary, who need   not be a member of the body.

The secretary of each body shall   keep the minutes of meetings, which shall contain all resolutions adopted at   the meeting.Participation of Non-Members

Article 8

Persons who are not members of the   Board, the Committees of the Board, or the Executive Committee may   participate in meetings of such bodies if their expertise is required and if   they  4


have been invited by the   chairperson of the body. Such persons shall not vote in any resolutions.Application of General Provisions   to other Management Committees

Article 9

Articles 18 shall apply   analogously to all other management committees of the Company and their   members.Business and Legal Separateness

Article 10

The Company is a holding company   which directly or indirectly owns a global group of subsidiaries that conduct   business operations (the Business). To ensure proper functioning of the   Business in the interests of the Company and its shareholders and to comply   with various requirements imposed by relevant laws and regulatory   authorities, the Board shall supervise and, where necessary and appropriate,   coordinate the Business by providing overall guidance and support.

Each company in the Group (Group   Company) shall be legally separate from all other Group Companies and shall   manage its business independently. No Group Company shall operate the   business of another Group Company nor shall any Group Company act as agent of   any other Group Company.Divisions

Article 11

The Business shall have operating   divisions.

Each division shall be headed by a   division head that shall be responsible for:

a)The   management of the division and its business units, if any.

b)The   implementation within the division and its business units, if any, of   corporate policies and strategies approved by the Board, the Committees of   the Board or the Executive Committee.

c)Proposals   for new strategies and policies and organizational changes for the attention   of the Executive Committee.

d)The   proper reporting by the division and its business units, if any, to the   Executive Committee, including the implementation under the supervision of   the CEO and Chief Financial Officer of appropriate disclosure controls and   procedures and internal controls.  5


Section 2

Board of DirectorsDuties of the Board

Article 12

The Board is the ultimate executive   body of the Company. It shall resolve all Business matters which are not   reserved to the authority of the general meeting of shareholders or to other   executive bodies of the Company by law, the Articles of Incorporation, or   these Regulations.

In particular, the Board shall have   the following duties:

a)The ultimate direction of the   Business, including, without limitation, the taking of resolutions and the   giving of necessary instructions or overall guidance and support regarding   the following matters:

·The strategy upon   recommendation of the Executive Committee
·Entry into new areas of   activity and withdrawal from existing areas of the Business; acquisitions and   divestments of companies, participations in companies or businesses, or   incorporations or liquidations of companies or businesses, if such matters   are of fundamental significance to the Business
·The opening and closing down   of sites of fundamental signifi- cance to the Business
·The initiation and settlement   of legal proceedings of funda- mental significance to the Business
·The setting of financial   targets and financial means to reach such targets
·The promulgation of corporate   policies, in particular on financial matters, investments, personnel matters,   leadership, compensation, compliance with laws, corporate citizenship,   communication and safety and environmental protection and supervising   managements compliance therewith
·The adoption from time to   time of further regulations and instructions regarding the organization of   the Business and the duties and responsibilities of the executive bodies

b)The determination of the   organization of the Company and the Group.

c)The manner of governance of   the Company, including the adoption from time to time of principles of   corporate governance that are in the best interests of the Company and its   shareholders.  6


d)The   structuring of the accounting system, financial controls and financial   planning.

e)The   preparation of the annual report of the Company and of the Group, and of the   compensation report.

f)The   appointment, removal, determination of duties and responsibilities, and   succession plans of the following persons:

·The members of the Committees   of the Board
·The CEO
·The members of the Executive   Committee and
·Such other persons as the   Board may determine, from time to time, as having significant impact on the   Business

g)The   designation of those persons who shall have signatory power for the Company   and the manner in which such persons may sign on behalf of the Company.

h)The   ultimate supervision of the persons entrusted with the management of the   Business, specifically in view of their compliance with laws, the Articles of   Incorporation, these Regulations and other applicable regulations, directives   and instructions.

i)The   preparations for the General Meeting of Shareholders and carrying out the   resolutions of the General Meeting, including the preparation of the   proposals to the General Meeting related to the compensation of the Board of   Directors and of the Executive Committee and to the Compensation Report, as   per the Articles of Incorporation.

j)   Notification of the court if liabilities exceed assets.

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

l)The   determination of (i) the compensation strategy and of the principles,   policies, structure and design of compensation plans for the Executive   Committee, (ii) the long-term incentive/equity plans, (iii) the   compensation of the members of the Board and of the CEO, and of the terms of   employment of the CEO, (iv) the group and divisional financial,   strategic and operational targets and the evaluation of target achievement,   and the approval of the Compensation Report.  7


m)The   determination of the maximum aggregate amount or maximum partial amounts of   compensation, in the event the General Meeting of Shareholders has not   approved a proposal of the Board of Directors, as per the Articles of   Incorporation.

n)The   determination of (i) whether or not a Board member is independent, based   on a proposal by the Governance, Nomi- nation and Corporate Responsibilities   Committee, and (ii) whether or not the members of the Audit and   Compliance Committee meet the financial literacy and expertise standards,   both as stipulated by applicable law, regulation and listing requirements.

o)The   examination of the expert qualifications of specially qualified auditors.

p)The   approval of other business, if such business exceeds the authority delegated   from time to time by the Board to the Committees of the Board or to the   Executive Committee.Delegation of Management

Article 13

Where not stipulated as a Board responsibility   in law, the Articles of Incorporation or these Regulations, the Board   delegates to the Executive Committee the management of the Business pursuant   and subject to these Regulations.Meetings, Agenda

Article 14

The Board shall meet at the   invitation of the Chairman as often as may be required.

Invitations for meetings of the   Board shall contain the agenda for the meeting and shall be issued at least   five business days in advance, except for urgent matters.

Also, any member of the Board may   request a meeting for a specific purpose or the inclusion of a certain item   on the agenda. Such requests must be submitted to the Chairman in writing at   least two days prior to the meeting.

The Chairman shall take the chair   at the meetings of the Board.

The independent members of the   Board shall meet regularly in separate sessions.  8


Article 15Right to Request Information

The members of the Board have full and unrestricted   access to management and employees of the Company and the affiliated   companies in the execution of their duties. This includes the right to   request information and inspection pursuant to Article 715a of the Swiss   Code of Obligations.Article 16Authority to Retain Independent Advisors

The Board shall have the authority to retain   independent advisors for any matters within the scope of its   responsibilities.

The Board shall obtain appropriate funding, as   determined by the Board, for payment of compensation to any outside advisors   engaged by the Board.Article 17Authorized Signatories

The Board appoints those of its members who shall be   authorized to sign documents on behalf of the Company.Article 18Resignation of Board members

A member of the Board shall inform the Chairman upon   a material change of his or her business or professional affiliations or   responsibilities and offer his resignation.Article 19Evaluation of Board performance

The Board conducts an annual evaluation of the   performance of the Board and of the Chairman.Section 3

Committees of the BoardArticle 20Committees of the Board

The Board shall form the following permanent   Committees:·Compensation   Committee·Audit   and Compliance Committee·Governance,   Nomination and Corporate Responsibilities Committee·Risk   Committee and·Research &   Development CommitteeThe composition and duties of these Committees shall   be as set forth in the applicable Committee charters in compliance with legal   requirements. The Committee charters are attached to these Regulations and   incorporated herein by reference.  9


Section 4

Chairman, Vice Chairman and CEOArticle 21Chairman

In addition to other duties described in these   Regulations and the Articles of Incorporation, the Chairman, elected by the   General Meeting, has the following duties:a)Provides leadership   to the Board in its governance role, coordinating the tasks within the Board   and, in particular, calls Board meetings and sets their agenda;b)Coordinates,   together with the Chairpersons of the Committees, the work of all Committees.   He may attend the Committee meetings in consultation with the relevant   Committee Chairperson;c)Establishes and   keeps a close working relationship with the CEO, providing advice and support   while respecting the fact that the day-to-day management responsibility is   delegated to the Executive Committee led by the CEO;d)Promotes effective   relationships and communication between the Board and the CEO and the   Executive Committee;e)Takes the lead in   crisis situations;f)Together with the   CEO, ensures effective communication with shareholders, other stakeholders   and the general public. The Chairman is the primary representative of the   Board and, together with the CEO, represents Novartis to the media. Other   Board members may only discuss Novartis matters with the media with the prior   approval of the Chairman; andg)Works closely with   the CEO in evaluating members of the Executive Committee and in establishing   succession plans for key management positions.Article 22Vice Chairmen

In case and as long as the Chairman is   incapacitated, one of the vice chairmen shall be tasked by the Board to lead   the Board.If and as long as the Chairman is not independent,   one of the vice chairmen shall be tasked by the Board with the following   duties:a)Chairs the sessions   of the independent members of the Board; and  10


b)Leads the   independent members of the Board in case of a crisis or matter requiring   their separate consideration or decision. Every independent Board member may   request separate meetings of the independent members if the need arises.Article 23CEO

In addition to other duties that may be assigned by   the Board, the CEO, supported by the Executive Committee, has the following   duties;a)Has overall   responsibility for the management and performance of the business.b)Leads the Executive   Committee.c)Builds and   maintains an effective executive team and proposes adequate succession   planning.d)Appoints and   promotes senior management subject to such standards as shall be adopted by   the Board from time to time.e)Represents   Novartis, in coordination with the Chairman, with major customers, financial   analysts, investors and the media.Section 5

Executive CommitteeArticle 24Members of Executive Committee

The Executive Committee is headed by the CEO. It   shall consist of such members as may be appointed or removed by the Board   from time to time.Article 25Duties of Executive Committee

The Executive Committee is responsible for the   management of the Business and functions as a coordination committee   independent of any legal entity of the Group.In particular, and without limitation, the Executive   Committee shall have the following duties:a)Prepare corporate   policies, strategies and strategic plans for the attention of and approval by   the Board or its Committees.b)Implement the   strategies and policies agreed upon by the Board.  11


c)Regularly assess   the achievement of the targets for the Business.d)Submit the   following to the Board or to one of its Committees for approval or advice in   accordance with such regulations and standards as are promulgated by the   Board from time to time:·Appointments   to and removals of associates with material impact on the Business·Capital   investments, financial measures, and the acquisition or divestiture of companies,   participations and businesses of fundamental significance in accordance with   such regulations and standards as are promulgated by the Board from time to   time·Significant   agreements with third parties and engagement in new business activities·The   revenue, financial, and investment budgets of the Business and its divisions,   business units and supporting functions, including any addenda theretoe)Implement the   matters approved by the Board.f)Prepare and   submit quarterly and annual reports for the attention of and approval by the   Board or its Committees, and to keep the Board informed of all matters of   fundamental significance to the Business.g)Implement   modifications to the organization of the Business to ensure efficient   operation of the Business and achievement of optimized consolidated results.h)Promote an active   internal and external communications policyi)Ensure that   management capacity, financial and other resources are provided and used efficiently.j)Promulgate   guidelines, including guidelines for planning, controlling, reporting,   finance, personnel, information and other technologies.k)Deal with such   other matters as are delegated by the Board to the Executive Committee from   time to time.  12


Article 26Sub-committees of the Executive Committee

The Executive Committee may delegate duties as   stipulated in Article 25 above in writing to other executives and   committees. The CEO shall ensure proper reporting to the Executive Committee   or the Board as the case may be.Section 6

Internal AuditArticle 27Duties of Internal Audit

The Groups internal audit shall:a)Carry out   operational and system audits, assisting the organizational units in the   accomplishment of objectives by providing an independent approach to the   evaluation, improvement, and effectiveness of their risk management and   internal control framework. All organizational units of the Group are subject   to audit.b)Prepare reports   regarding the audits it has performed, and report to the Audit and Compliance   Committee and to the CEO material irregularities, whether actual or   suspected, without delay.c)Perform such other   functions and audits as assigned to it by the Board, the Audit and Compliance   Committee or the CEO from time to time.Section 7

Effectiveness, AmendmentsArticle 28Effectiveness, Amendments

These Regulations shall come into effect on   March 1, 2015.

These Regulations may only be amended or replaced by   the Board.Dr. Jörg Reinhardt
Dr. Charlotte Pamer-WieserChairman
Corporate Secretary  13


Charter

The Compensation Committee of Novartis AGMission StatementThe Compensation Committee (the Compensation   Committee) assists the Board concerning, but not limited to, the   compensation strategy, the design of the compensation plans, the compensation   of the members of the Board and of the Chief Executive Officer (CEO), and   the Compensation Report, and determines the compensation of the other members   of the Executive Committee.Pay for performance is one of the guiding principles   of the compensation strategy of Novartis AG and its affiliates (the Group).   The Group aims to reward those associates who achieve competitive business   results and exemplify the Group values and behaviors. The compensation strategy   strives to strengthen the performance-oriented culture and to reinforce   entrepreneurial behavior resulting in contributions that motivated and   dedicated associates make to sustain superior business results whilst holding   executives accountable for behavior that displays innovation, quality,   performance, collaboration, courage and integrity.OrganizationThe Compensation Committee shall consist of a   minimum of three and a maximum of five members of the Board. The Board shall   elect a Chairman of the Compensation Committee. The members of the   Compensation Committee shall be elected individually by the General Meeting   of Shareholders for a term of office until completion of the next Ordinary   General Meeting of Shareholders. Members of the Compensation Committee whose   term of office has expired shall be immediately eligible for re-election. If   there are vacancies on the Compensation Committee, the Board shall appoint   substitutes from amongst its members for the remaining term of office.The members of the Compensation Committee shall be   independent in accordance with the independence criteria set forth in the   Appendix.The Compensation Committee will meet no fewer than   four times a year. Special meetings may be convened as required.The Compensation Committee shall report regularly to   the Board on its decisions, determinations, approvals, findings and other   matters the Compensation Committee deems appropriate or the Board requests.  14


The Compensation Committee may invite to its   meetings other Board members, members of the management and such other   persons the Compensation Committee deems appropriate in order to carry out   its responsibilities. No executive may be present during the decision on his   or her own pay.The Compensation Committee shall have the authority   to retain an independent compensation consultant and to approve the   consultants fees and other retention terms. The Compensation Committee shall   also have authority to obtain advice and assistance from internal or external   legal, accounting or other advisors.The Compensation Committee shall obtain appropriate   funding, as determined by the Compensation Committee, to support the   Committees activities, including for payment of the independent compensation   consultant and advisors.Roles and ResponsibilitiesThe Compensation Committee shall have the following   responsibilities:1.Develop a   compensation strategy in line with the principles described in the Articles   of Incorporation and submit to the Board for approval.2.Develop the   principles and design of compensation plans, long-term incentive/equity   plans, pension arrangements and benefits for the Executive Committee and   submit to the Board for approval.3.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.4.Prepare the   Compensation Report and submit to the Board for approval.5.Propose to the Board   the contractual terms (if any) and compensation of the members of the Board   (incl. the Chairman of the Board) and the CEO.6.Determine, upon   proposal by the CEO, the terms of employment, promotion or termination of the   other members of the Executive Committee (except for the CEO).7.Develop the terms   of, and administer, the Groups long-term incentive/equity compensation   plans, including the weightings,  15


payout curves and caps   for the chosen performance measures.8.Together with the   Risk Committee, assess whether the Groups incentives for associates below   Executive Committee level are appropriately aligned to business performance   and do not encourage excessive risk taking.9.Determine the   critical performance measures (financial, strategic and operational) that   inform how well the Group and its divisions are performing in relation to the   business strategy for incorporation into the incentive plans.10.At the start of each   performance period, review, after Board approval, the Group and divisional   financial, strategic, operational and individual targets for Executive   Committee members and direct reports to the Chairman of the Board.   Incorporate these targets into the short-term and long-term incentive/equity   compensation plans.11.Periodically review   and propose to the Board for approval a peer group(s) of companies for   executive compensation comparisons.12.At the start of each   performance period, approve the target total direct compensation levels and   the mix of compensation (fixed/variable, short/long-term,   individual/Group/Division, and cash/equity) for Executive Committee members   and direct reports to the Chairman of the Board taking into consideration pay   and conditions for the wider population of Group associates.13.At the end of each   performance period, taking into consideration the Boards evaluation of Group   and divisional performance against targets established at the beginning of   the performance cycle, approve performance results under the incentive plans,   evaluate individual performance, approve the amount of compensation earned by   Executive Committee members and recommend the amount of compensation earned   by the CEO to the Board for approval taking into account the overall   performance of the business and, if appropriate, making adjustments to the   formulaic outcome of any incentive plans, within the plan Rules.14.Consider and decide   whether there is a need for malus and/or clawback provisions to be exercised   and, if so, the extent and form of the malus and/or clawback.  16


15.Incorporate the   recommendations of the Boards Research & Development Committee for   the establishment of innovation targets under incentive compensation plans at   the start of each performance cycle and measurement of achievement thereof at   the end.16.Periodically assess   the effectiveness of the executive short- term and long-term incentive plans   in relation to the Groups strategic objectives, values and   pay-for-performance principles.17.Work together with   other Board Committees, including the Risk, Research & Development   and Audit and Compliance Committees to ensure that executive compensation is   correctly aligned to performance and is not structured in a way that could   lead to inappropriate risk taking.18.Annually assess the   level of Board compensation against the peer group and other relevant   companies and submit to the Board its recommendations for the compensation of   Board members and the compensation and terms of employment of the Chairman of   the Board.19.Establish executive   and director stock ownership guidelines and stock trading policies, and   monitor compliance with such policies.20.Inform the Board   about policies, programs and key decisions as well as statistical comparisons   and benchmarking of compensation levels against key competitors and regularly   report to the Board on the decisions and deliberations of the Compensation   Committee.21.As directed by the   Chairman of the Board, oversee communications and engagement on executive   compensation matters with shareholders and their advisors, including   shareholder voting on Board and Executive Committee compensation, and assess   the voting results on executive compensation matters of the most recent   General Meeting of Shareholders.22.Annually assess the   engagement and performance of compensation consultants or other outside   advisors engaged by the Compensation Committee and their independence in   relation to any potential conflicts of interest.23.Keep abreast of   regulatory and corporate governance best practice requirements regarding   Board, Executive Committee and other senior executive compensation.  17


24.Keep abreast of   market trends and consideration of external factors that may influence pay in   terms of design, structure, quantum, disclosure etc.25.Establish an annual   calendar of activities for the upcoming year, including special projects to   be undertaken by the Compensation Committee.26.Review and reassess   the adequacy of this charter annually and submit proposed changes to the   Board for approval.27.Conduct an annual   self-evaluation of the Compensation Committees performance.28.Assume other   responsibilities assigned to it by law, the Articles of Incorporation and by   the Board.Effective: January 1, 2018  18


Charter

The Audit and   Compliance Committee of Novartis AG

Mission Statement

The Audit and Compliance Committee   (the ACC) will assist the Board of Directors of Novartis AG (the Board)   in monitoring (1) the integrity of the financial statements of Novartis AG   (the Company) and its affiliated companies (the Group), (2) the external   auditors qualifications and independence, (3) the performance of the Groups   internal audit function and external auditors, and (4) the compliance by the   Group with legal and regulatory requirements.

Organization

The ACC shall consist of a minimum   of three members of the Board. The Board will designate one member of the ACC   as its chairperson.

The members of the ACC shall be   independent in accordance with the independence criteria set forth in the   Appendix.

Each member of the ACC must be   financially literate, as such qualification is interpreted by the Board in   its business judgment. At least one member shall be an audit committee   financial expert. Such member has (1) an understanding of generally accepted   accounting principles and financial statements, (2) the ability to assess the   general application of such principles in connection with the accounting for   estimates, accruals and reserves, (3) experience preparing, auditing,   analyzing or evaluating financial statements that present a breadth and level   of complexity of accounting issues that are generally comparable to the   breadth and complexity of issues that can reasonably be expected to be raised   by the Groups financial statements, or experience actively supervising one   or more persons engaged in such activities, (4) an understanding of internal   control over financial reporting, and (5) an understanding of audit committee   functions.

The ACC shall meet no less than   four times a year. The ACC shall meet periodically in separate executive   sessions with management, the internal auditors and, but not less frequently   than quarterly, the external auditor, and have such other direct and   independent interaction with such persons from time to time as the members of   the ACC deem appropriate.

The ACC may invite to its meetings Company management,   internal auditors, external auditors, and such other persons as the  19


ACC deems appropriate in order to   carry out its responsibilities. The ACC shall exclude from its meetings   anyone with a personal interest in the matters to be discussed.

The ACC shall regularly report to   the Board on decisions and deliberations of the ACC.

The Chairman of the ACC shall   coordinate the work of his com- mittee with the Chairman of the Risk   Committee to the extent ap- propriate, in particular to ensure that there are   as few as possible overlaps between the work of the two committees, and that   the Risk Committee also deals with the risks related to the mission of the   ACC as set out above. The ACC shall have the authority to retain independent   counsel and other advisors, and to conduct or authorize investigations into   any matters within the scope of its responsibilities.

The Company shall provide for   appropriate funding, as determined by the ACC, for payment of compensation to   the external auditors and any outside advisors engaged by the ACC.

Responsibilities

The ACC has the following roles and   responsibilities:

Regarding External Auditors

1.Evaluate   the qualifications, performance and independence of the external auditors,   including considering whether the auditors quality controls are adequate and   the provision of permitted non-audit services is compatible with maintaining   the auditors independence, taking into account the opinions of management   and internal auditors.

2.Ensure   rotation of the audit partners of the external auditors at least every five   years. Consider whether, in order to ensure continuing auditor independence,   it is appropriate to adopt a policy of rotating the external auditing firm on   a regular basis. Set policies for the Companys hiring of employees or former   employees of the external auditors.

3.On   behalf of the Board, which has fully delegated this task to the ACC, (1) select   and nominate the external auditors for election by the meeting of the   shareholders (pursuant to mandatory Swiss company law), and (2) be directly   responsible for the supervision and compensation of the external auditors   (including the resolution of any disagreement  20


between management and the external   auditors regarding financial reporting). The external auditors shall report   directly to the ACC.

4.On   behalf of the Board, which has fully delegated this task to the ACC,   pre-approve all auditing services, internal control-related services and   non-audit services permitted under applicable statutory law, regulations and   listing requirements to be performed for the Group by its external auditor.

The ACC shall establish and   maintain the necessary approval procedures.

5.Obtain   and review a report from the external auditors at least annually regarding   (1) the external auditors internal quality- control procedures, (2) any   material issues raised by the most recent quality-control review, or peer   review, of the firm, or by any inquiry or investigation by governmental or   professional authorities within the preceding five years respecting one or   more independent audits carried out by the firm, (3) any steps taken to deal   with any such issues, and (4) all relationships between the external auditors   and the Group.

6.Discuss   with the external auditors the results of their audits, any unusual items or   disclosures contained in the audits and the matters required by the US   Statement on Auditing Standards No. 61, as revised, including the following:

·The initial selection of and   changes in significant accounting policies
·The methods used to account   for significant or unusual transactions and the effects of significant   accounting policies in controversial or emerging areas
·The process utilized by   management to formulate significant accounting estimates and the basis for   the auditors conclusions regarding the reasonableness of these estimates
·Audit findings and   recommendations, including audit adjustments that either individually or in   the aggregate have a significant effect on the audit
·The auditors responsibility   for other information presented with the audit results, such as a management   report on financial status
·Any disagreements with   management, whether or not satis- factorily resolved, concerning matters that   individually or in the aggregate may be significant to the Companys or the   Groups financial status or the auditors report  21


·Significant matters that were   the subject of consultations with other accountants
·Significant issues discussed   with management with regard to the initial or recurring retention of the   auditor and
·Any serious difficulties   encountered in dealing with manage- ment during the performance of the audit

Regarding Internal Auditors

7.Review   periodically, together with the CEO, the adequacy of the organizational   structure, budget and appointment and replacement of the senior internal   auditing executives.

8.Review   the significant reports to management prepared by the internal audit   department and managements responses.

9.Discuss   with the external auditor and management the internal audit departments   responsibilities, staffing and any recommended changes in the planned scope   of the internal audit.

Regarding Financial Reporting

10.Review   and discuss with management and the external auditors the Companys and   Groups quarterly and annual financial statements (including the sections on   Operating and Financial Review and Prospects) to consider significant   financial reporting issues and judgments made in connection with the   preparation of the Companys and Groups financial statements, including any   significant changes in the Companys or Groups selection or application of   accounting principles.

11.On   behalf of the Board, which has fully delegated this task to the ACC, review   and approve the Companys and Groups quarterly financial statements for the   first three quarters of each calendar year and the corresponding financial   results releases. The Board remains responsible for the approval of the   annual financial statements of the Company and the Group and of the   corresponding financial results releases.

Regarding Compliance with Laws

12.Review   major issues regarding the status of the Companys compliance with laws and   regulations, as well as major legislative and regulatory developments that   may have significant impact on the Company.  22


13.Review   the processes and procedures for managements monitoring of compliance with   local laws. To this end, the ACC will obtain and review reports submitted at   least annually by those persons the ACC has designated as responsible for   compliance with laws.

Regarding Compliance with Policies

14.Review   compliance by management of the Company with those Company policies   designated by the Board from time to time, including policies on ethical   business standards.

To this end, the ACC will obtain   and review reports submitted at least annually by each of those persons the   ACC has designated as responsible for implementation of and compliance with   such policies and give guidance and direction on how the policies are to be administered.

Other

15.Review   the financial literacy of each ACC member to determine whether he or she   meets the applicable legal standards and propose to the Board the appropriate   determination and its disclosure.

16.Establish   procedures for (a) the receipt, retention and treatment of complaints   received by the Group regarding accounting, internal accounting controls or   auditing matters, and (b) the confidential, anonymous submission by employees   of the Group of concerns regarding questionable accounting or auditing   matters.

17.Review   disclosures made by the CEO and chief financial officer regarding compliance   with their certification obligations, including the Companys disclosure   controls and procedures and internal controls for financial reporting and   evaluations thereof.

18.Review   such other matters in relation to the Groups accounting, auditing, financial   reporting and compliance with law and policies as the ACC may, in its own   discretion, deem desirable in connection with the review functions described   above.

19.Annually   review and reassess the adequacy of this charter and submit proposed changes   to the Board for approval.

20.Conduct   an annual self-evaluation of the ACCs performance.  23


Limitation of ACCs Role

While the ACC has the   responsibilities and powers set forth in this charter, it is not the duty of   the ACC to plan or conduct audits or to determine that the Companys   financial statements and disclosures are complete and accurate and are in   accordance with generally accepted accounting principles and applicable rules   and regulations. These are the responsibilities of management and the   external auditor.

Effective: January 1, 2014  24


Charter

The Governance,   Nomination and Corporate Responsibilities Committee of Novartis AG

Mission Statement

The Governance, Nomination and   Corporate Responsibilities Committee (GNCRC) will assist the Board of   Directors of Novartis (the Board) of Novartis AG (the Company) in   fulfilling its responsibilities with respect to (i) the governance of the   Company, (ii) the identification of individuals who are qualified to become (or   be re-elected as) Board members and (iii) the public responsibilities of the   Company.

Organization

The GNCRC shall consist of a   minimum of three members of the Board. These members shall be independent in   accordance with the independence criteria set forth in the Appendix.

The Board will designate one member   of the GNCRC as its chairperson.

The GNCRC will meet no less than   two times a year. Special meetings may be convened as required.

The GNCRC shall regularly report to   the Board on decisions and deliberations of the GNCRC.

The GNCRC may invite to its   meetings other Board members, Company management and such other persons as   the GNCRC deems appropriate in order to carry out its responsibilities. The   GNCRC shall exclude from its meetings anyone with a personal interest in the   matters to be discussed.

The GNCRC shall have sole authority   to retain and terminate any search firm to be used to identify candidates for   election to the Board, and shall have sole authority to approve the search   firms fees and other retention terms. The GNCRC shall also have authority to   obtain advice and assistance from internal and external legal, accounting or   other advisors.

Roles and Responsibilities

The GNCRC has the following roles   and responsibilities:

In General

1.Review   periodically the articles of incorporation of the Company (the Articles of   Incorporation) and the Regulations of the Board of Directors, its Committees   and the Executive Committee  25


(the Regulations) and recommend   to the Board changes thereto in respect of good corporate governance and   fostering shareholders rights.

2.Consult   with the chairman of the Board (the Chairman) in carrying out the duties of   the GNCRC.

3.Recommend   such other actions not set out below regarding the governance of the Company   that are in the best interests of the Company and its shareholders, as the   GNCRC shall deem appropriate.

Board Composition

4.Review   the composition and size of the Board in order to ensure the Board has the   proper expertise and consists of persons with sufficiently diverse   backgrounds.

5.Determine   the criteria for selection of the Chairman, Board members and Board Committee   members. The GNCRC considers factors such as (i) personality, skills and   knowledge, (ii) diversity of viewpoints, professional backgrounds and   expertise, (iii) business and other experience relevant to the business of   the Company, (iv) the ability and willingness to commit adequate time and   effort to Board and Committee responsibilities, (v) the extent to which   personality, background, expertise, knowledge and experience will interact   with other Board members to build an effective and complementary Board, and   (vi) whether existing board memberships or other positions held by a   candidate could lead to a conflict of interest.

6.With   the participation of the Chairman, actively seek, interview and screen   individuals qualified to become Board members for recommendation to the   Board.

7.Assess   and recommend to the Board as to whether members of the Board should stand   for re-election. For its assessment, the GNCRC considers, among other things,   age limit and ability and willingness to commit adequate time to the Board   and Committee matters.

8.In   case a Board member tenders his resignation in accordance with article 18 of   the Board Regulations, review the appropriateness of continued service on the   Board of such member.  26


9.Prepare   and annually review succession plans for the CEO in case of resignation,   retirement, or death.

10.With   the Chairman and the corporate secretary, develop and periodically review an   orientation program for new Board members and an ongoing education program   for existing Board members.

Board Committees

11.With   the Chairman, periodically review the Regulations and the charters of the   Board Committees and make recommendations to the Board for the creation of   additional Board Committees or a change in mandate or dissolution of Board   Committees.

12.With   the Chairman, periodically review the composition of the Board Committees.   When doing so, the GNCRC takes into account whether a member of a Board   Committee is suitable for the tasks of his respective Board Committee.

13.With   the Chairman, periodically review the chairmanships of the respective Board   Committee.

14.Ensure   that each Committee conducts the required number of meetings and makes   sufficient reports to the Board on its activities and findings.

Conflicts, Other Directorships and Board   member independence

15.Review   directorships and consulting agreements of Board members for conflicts of   interest.

16.Instruct   a Board member having an actual or potential conflict of interest on how to   conduct himself/herself in matters before the Board which may pertain to such   a conflict. The Chairman reviews actual and potential conflicts of interest a   Board member may have and proposes to the Board how the conflict should be   handled. The secretary to the Board reports to the GNCRC regularly on such   decisions taken by the Board.

17.Annually   submit to the Board a proposal concerning the determination of the   independent status of the Board members and the corresponding disclosure.  27


Corporate responsibilities of the Company

18.Oversee   the Companys strategy and governance on corporate responsibility.

19.Oversee   key issues related to corporate responsibility that may affect the Companys   business and reputation.

20.Oversee   the Companys participation in the UN Global Compact.

21.Review   and discuss emerging trends with regard to corporate responsibility.

22.Advise   the Board and provide counsel to the management on corporate responsibility.

Evaluation of Performance

23.Conduct   an annual self-evaluation of the GNCRCs performance.

Effective: January 1, 2014  28


Charter

The Risk Committee   of Novartis AG

Mission Statement

The Risk Committee (RC) will   assist the Board of Directors of Novartis AG (the Board) in ensuring that   risks are properly assessed and professionally managed by (1) overseeing the   Novartis risk management system and processes, (2) reviewing the Novartis   risk portfolio and related actions implemented by management.

Organization

The RC shall consist of a minimum   of three members of the Board. The Board will designate one member of the   RC as the chairperson of the RC.

The RC shall meet no less than four   times a year and have direct and independent interaction with such persons   from time to time as the members of the RC deem appropriate.

The RC may invite to its meetings   members of the management (including the Chief Financial Officer, the Group   General Counsel, the Head of the Group Risk Office, and the Head of Internal   Audit), external auditors and such other persons as the RC deems appropriate   in order to carry out its responsibilities. The RC shall exclude from its   meetings anyone with a personal interest in the matters to be discussed.

The RC shall regularly report to   the Board on decisions and deliberations of the RC.

The Chairman of the RC shall   coordinate the work of his Committee with the Chairman of the Audit and   Compliance Committee to the extent appropriate, in particular, to ensure that   there are as few as possible overlaps between the work of the two Committees.

The RC shall have the authority to retain independent   advisors for any matters within the scope of its responsibilities. The RC   shall obtain appropriate funding, as determined by the RC, for payment of   compensation to any outside advisors engaged by the RC.  29


Responsibilities

The RC has the following role and   responsibilities:

1.Ensure   that Novartis has implemented an appropriate and effective risk management   system and process.

2.Ensure   that all necessary steps are taken to foster a culture of risk-adjusted   decision-making without constraining reasonable risk taking and innovation.

3.Approve   guidelines and review policies and processes.

4.Review   with management, internal auditors and external auditors, the identification,   prioritization and management of the risks, the accountabilities and roles of   the functions involved with risk management, the risk portfolio and the   related actions implemented by management.

5.Inform   the ECN and the Board on a periodic basis on the risk management system and   on the most significant risks and how these are managed.

6.Review   such other matters in relation to Novartis risk management as the RC may, in   its own discretion, deem desirable in connection with its responsibilities   described above.

7.Keep   itself up to date on risk management best practices. The Head of the Group   Risk Office is expected to update the RC at least once a year on developments   in this area.

8.Annually   review and reassess the adequacy of this charter and submit proposed changes   to the Board for approval.

9.Conduct   an annual self-evaluation of the RCs performance.

Limitation of RCs Role

While the RC has the   responsibilities and powers set forth in this charter, the design of the risk   management system and the risk management process (including the   identification, prioritization and management of the risks) is the   responsibility of the management.

Effective: January 1, 2014  30


Charter

The Research &   Development Committee of Novartis AG

Mission Statement

The Research & Development   Committee (R&DC) (i) oversees the research and development strategy,   (ii) evaluates and challenges the effectiveness and competitiveness of the   research and development function, (iii) reviews and discusses emerging   scientific trends and activities critical to the success of research and   development and (iv) reviews the pipeline.

Organization

The R&DC shall consist of a   minimum of three members of the Board of Directors of Novartis AG (the   Board). The Board will designate one member of the R&DC as the   chairperson.

The R&DC shall meet no less   than two times a year and have direct and independent interaction with such   persons from time to time as the members of the R&DC deem appropriate.

The R&DC may invite to its   meetings members of the management and such other persons as the R&DC   deems appropriate in order to carry out its responsibilities. The R&DC   shall exclude from its meetings anyone with a personal interest in the   matters to be discussed.

The R&DC shall regularly report   to the Board on the activities of the R&DC.

The R&DC shall have the authority to retain independent   advisors for any matters within the scope of its responsibilities. The   R&DC shall obtain appropriate funding, as determined by the R&DC for   payment of compensation to any outside advisors engaged by the R&DC.  31


Responsibilities

The R&DC has the following role   and responsibilities:

1.Monitor   research and development and bring recommendations to the Board.

2.Assist   the Board in the oversight, evaluation and decision making related to   research and development.

3.Inform   the Board on a periodic basis on the research and development strategy, the   effectiveness and competitiveness of the research and development function,   on emerging scientific trends and activities, critical to success of research   and development and on the pipeline.

4.Advise   the Board on scientific, technological and research and development matters.

5.Provide   counsel and know how to management in the area of research and development.

6.Review   such other matters in relation to Novartis research and development as the   R&DC may, in its own discretion, deem desirable in connection with its   responsibilities described above.

7.Annually   review and reassess the adequacy of this charter and submit proposed changes   to the Board for approval.

8.Conduct   an annual self-evaluation of the R&DCs performance.

Effective: January 1, 2014  32


Appendix

Independence   Criteria for the Board of Directors and its Committees

Independence of the members of the   Board of Directors

The Governance, Nomination and   Corporate Responsibilities Committee (GNCRC) annually submits to the full   Board of Directors of Novartis AG (the Board) a proposal concerning the   determination of the independent status of the Board members (Director).   For purposes of such assessment, the GNCRC considers all relevant facts and   circumstances of which it is aware. The majority of Directors and any member   of the Audit and Compliance Committee (ACC Director) shall meet the   independence criteria set forth below.

In order to be considered   independent, a Director shall not have any material relationship with   Novartis AG and any of its subsidiaries (Novartis) other than his/her   service as a director.

I.Material   Relationships

1.A Director will not be considered independent if

·The   Director or his/her immediate family member (Family Member)(1) owns   more than 10% of the stock of Novartis AG
·The   Director has received direct compensation (other than for former service as   an interim Chairman or CEO or other executive officer) of more than USD 120   000 p.a. (other than dividends or Board/Board Committee fees and retirement   or deferred pay for prior service, provided such compensation is not   contingent in any way on continued service) from Novartis within the last   three years
·A   Family Member has received direct compensation of more than USD 120 000 p.a.   (other than compensation received for service as an employee other than an   executive officer) from Novartis within the last three years
·The   Director is, or has been within the last three years, an employee of Novartis
·A   Family Member is, or has been within the last three years, an executive   officer of Novartis
·The   Director is a current partner or employee of the auditor of Novartis   (Auditor)(1)Family   Member includes a persons spouse, parents, children, stepchildren, siblings,   mother-, father-, brothers-, sisters-, sons- and daughters-in-law and anyone (other   than domestic employees) who shares such persons home.  33


·A   Family Member is a partner of the Auditor or is an employee of the Auditor   and works on Novartis audit
·The   Director or a Family Member is a former partner or employee of the Auditor   who personally worked on Novartis audit during the last three years
·The   Director or a Family Member is, or has been within the last three years,   employed as an executive officer of an enterprise while any of Novartis   present executive officers serves or has served on that enterprises   compensation committee
·An   enterprise has made payments to or received payments from Novartis for goods,   property or services in an amount that exceeds, in any of the last three   fiscal years, the greater of USD 1 million or 2% of the enterprises   consolidated gross revenues, and
·The   Director is a board member or employee of that enterprise or holds more than   10% of the shares in that enterprise or
·A   Family Member is a board member or executive officer or holds more than 10%   of the shares in that enterprise

2.In addition to the independence criteria set above, an ACC Director   shall not be considered independent if

·The   ACC Director or his/her spouse, minor child, minor stepchild, or child or   stepchild sharing the ACC Directors home, accepts any salary or consulting,   advisory or other compensatory fee (other than Board/Board Committee   compensation) from Novartis
·The   ACC Director is a partner, a member, an officer such as a managing director,   executive officer or occupies a similar position in an enterprise that   provides advisory services such as accounting, legal, investment banking or   financial advisory services to Novartis

If an ACC Director simultaneously   serves on the audit committees of more than two public companies other than   Novartis, then the GNCRC must determine that such simultaneous service would   not impair the ability of such Director to effectively serve on the ACC.

II. Immaterial Relationships

Unless the GNCRC concludes in its   assessment to the contrary, a relationship is presumed not to impair the   independence of a Director if  34


·The   Director or a Family Member received from Novartis, during the last fiscal   year, personal benefits (other than the coverage of travel expenses incurred   by a Family Member in connection with meetings of the Board of Directors)   having an aggregate value of less than USD 5 000
·A   Family Member is an employee but not an executive officer of Novartis, unless   the Family Member is an ACC Directors spouse, minor child, minor stepchild   or child or stepchild sharing the ACC Directors home
·The   Director or a Family Member holds less than 10% interest in any legal entity   that has a relationship with Novartis
·The   Director or a Family Member is a board member of a legal entity and that   legal entity has made payments to or received payments from Novartis for   goods, property or services in an amount that did not exceed, in any of the   last three fiscal years, the greater of USD 1 million or 2% of the legal   entitys consolidated gross revenues
·The   Director or a Family Member is a board member or executive officer of a   non-profit organization and Novartis contributions to such organization did   not exceed, in any of the last three fiscal years, the greater of USD 1   million or 2% of the organizations consolidated gross revenues
·A   legal entity in which the Director or a Family Member is director, executive   officer or employee has been indebted to Novartis in connection with a   transaction in the ordinary course of business or in an amount that did not   exceed USD 100 000 during the last fiscal year
·The   Director or a Family Member serves on the board of another enterprise at   which an executive officer or another board member of Novartis also serves as   board member

The enumeration of relationships   mentioned in this Section II is merely exemplary. The fact that a particular   relationship is not listed does not mean that the relationship affects the   independence of a Director.

Effective: March 1, 2015  35