Annex 3.3 to Exhibit 1.2(k): Transactions subject
 to approval by the Board

|   |  | Board approvalRequiredin excess of USD                                        
|-- |  | ------------------------------------------------------------------------------
|A  |  | LEGAL AND FINANCIAL STRUCTURE AND ACQUISITIONS/DIVESTITURES:                  
|1  |  | Creating/closing/merging companies or branch offices                          
|2  |  | Acquisition/divestitures of companies (100% stock purchase), products and     
|   |  | intangible assets                                                             
|   |  | including patents and trademarks including financing and choice of acquisition
|   |  | vehicle                                                                       
|B  |  | INTANGIBLE ASSETS:                                                            
|1  |  | Transfer of intangible assets - Within Alcon Group                            
|2  |  | New Royalty and Technical Assistance Fees agreements - Within Alcon Group     
|3  |  | Changes to Royalty and Technical Assistance Fees agreements - Within Alcon    
|   |  | Group                                                                         
|C  |  | EQUITY TRANSACTIONS:                                                          
|1  |  | Purchase and redemption of equity securities of the Company                   
|2  |  | Issuance of equity securities of the Company under                            
|   |  | a. Approved compensation plan                                                 
|   |  | b. Other                                                                      
|3  |  | Increase/decrease Capital of subsidiaries                                     
|4  |  | Dividends to Alcon Inc. shareholders                                          
|5  |  | Dividends from subsidiaries to Alcon Inc. if less than 97% of available profit
|D  |  | EXTERNAL FINANCING TRANSACTIONS: (limits apply per transaction and to the     
|   |  | cumulative amount done between Board meetings)                                
|1  |  | USD or Foreign Equivalent Loans - less than 1 year                            
|2  |  | USD or Foreign Equivalent Loans - longer than 1 year                          
|3  |  | Rollover of Nestle guaranteed CP programme (aggregate limit)                  
|4  |  | Public and Private Debt Securities                                            
|5  |  | Foreign Exchange Cover- less than 1 year                                      
|6  |  | Foreign Exchange Cover- longer than 1 year                                    
|7  |  | Guarantees/Letters of awareness or comfort                                    
|8  |  | Interest rate derivatives - less than 1 year                                  
|9  |  | Interest rate derivatives - longer than 1 year                                
|10 |  | Investments (Purchase or Sale) - less than 1 year                             
|11 |  | Investments (Purchase or Sale) - longer than 1 year                           
|E  |  | AFFILIATE TRANSACTIONS INCLUDING SPECIAL PROVISIONS:                          
|1  |  | All - Nestle Affiliates (with documentation of arms-length conditions)        
|2  |  | All - Alcon Affiliates                                                        
|F  |  | CAPITAL EXPENDITURES:                                                         
|1  |  | Approved in Capital Budget, incl. Budgeted Unforeseen                         
|   |  |                                                                               
|   |  | Additional credits not included in budget (credits below these limits are to  
|   |  | be accommodated within unforeseen)                                            
|2  |  | Production:                                                                   
|   |  | IT/Others:                                                                    
|   |  |                                                                               
|G  |  | PURCHASING TRANSACTION(S) AND EXPENSE(S) (INCLUDING EXECUTING/TERMINATING     
|   |  | CONTRACTS, POLITICAL AND CHARITABLE DONATIONS):                               
|1  |  | Approved in Operating Plan                                                    
|2  |  | Exceeding approved Operating Plan as long as budgeted EBITA remains at or     
|   |  | above plan                                                                    
|H  |  | SALES TERMS, CREDIT MEMOS, REBATES AND RECEIVABLES                            
|   |  | (INCLUDING EXECUTING/TERMINATING CONTRACTS):                                  
|I  |  | TAX:                                                                          
|1  |  | Income Tax Settlements:                                                       
|   |  | a. Within limits of accounting provisions                                     
|   |  | b. Not within limits of accounting provisions                                 
|J  |  | RISK MANAGEMENT:                                                              
|1  |  | Insurance Contracts: Change of risk covers                                    
|   |  | a. Within limits of operating plan                                            
|   |  | b. Not within limits of operating plan                                        
|2  |  | Insurance Contracts: No change of risk covers                                 
|3  |  | Self-insured Settlements                                                      
|K  |  | OTHER GRANTS:                                                                 
|   |  | Milestone, fixed or minimum payments related to licensing and RnD evaluation  
|1  |  | agreements in their entirety (covers entire agreements, even if they span     
|   |  | several years and include multiple payments).                                 
|   |  | Payments to comply with approved contracts and government regulations         
|2  |  | (including but not limited to royalties, interest, insurance premiums, leases,
|   |  | customs duties, taxes)                                                        
|3  |  | Disposition of Tangible Assets (Greater of NBV or Market Value) Excluding     
|   |  | Sales in the Ordinary Course of business                                      
|4  |  | Institution and Settlement of Legal Proceedings                               
|   |  | Grant of Authority is applicable to the following legal entities/market       
|   |  | organiations/Business Units and/or functions:                                 
|L  |  | Important Inter-company Financial Transactions                                
|   |  |                                                                               
|   |  |                                                                               

R- Board approval required NR=Board approval not required.
 The Board must be kept Informed on all material transactions.

* Grant delegated by Board to a Director who will determine
 which issues will be brought before the board.

It is understood that the above transaction limits
 are per complete business transaction and that such transaction cannot be split into parts in order
 to circumvent the limits.