SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
(Commission File No. 1-15024)
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
This Report on Form 6-K shall be incorporated by reference in our Registration
Statements on Form F-3 as filed with the Commission on May 11, 2001 (File No.
333-60712) and on January 21, 2002 (File No. 333-81862) and our Registration
Statement on Form S-8 as filed with the Commission on May 14, 2001 (File No.
333-13506), in each case to the extent not superseded by documents or reports
subsequently filed by us under the Securities Act of 1933 or the Securities
Exchange Act of 1934, in each case as amended
Novartis AG
(Name of Registrant)
Lichtstrasse 35
4056 Basel
Switzerland
------------------------
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F: |X| Form 40-F: |_|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes: |_| No: |X|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes: |_| No: |X|
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: |_| No: |X|
Enclosures: Amended and Restated Articles of Association of Novartis AG, dated
as of March 4, 2003, to reflect the completion of Swiss corporate law
implementation of the reduction of Novartis AG's share capital as approved by
the annual general meeting on such date, as entered in the Commercial Register
of Basel, Switzerland on June 18, 2003.
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ARTICLES OF INCORPORATION OF NOVARTIS AG
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[GRAPHIC OMITTED]
Articles
of Incorporation
of Novartis AG
4 March 2003
This document was created as a converted Microsoft Word 97 version.
The printed brochure or the pdf-format version remain, in all matters, binding
and definitive (see also www.novartis.com).
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ARTICLES OF INCORPORATION OF NOVARTIS AG
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The Articles of Incorporation were adopted at the Extraordinary General Meeting
of Novartis AG held on 15 October 1996.
Alterations adopted by General Meetings of:
21 April 1999
11 October 2000 (extraordinary GM)
22 March 2001
21 March 2002
4 March 2003
(The original German text remains, in all matters, binding and definitive).
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ARTICLES OF INCORPORATION OF NOVARTIS AG
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Articles of Incorporation of Novartis AG
Section 1: Corporate name, Registered Office, Purpose and Duration 3
Section 2: Share Capital 3
Section 3: Corporate Bodies 5
A. General Meeting of Shareholders 5
B. Board of Directors 8
C. Auditors and Group Auditors 10
Section 4: Annual Financial Statements, Consolidated Financial
Statements and Profit Allocation 11
Section 5: Publications and Place of Jurisdiction 11
Section 6: Contributions in Kind 12
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ARTICLES OF INCORPORATION OF NOVARTIS AG
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Articles of Incorporation of Novartis AG
Section 1: Corporate name, Registered Office, Purpose and
Duration
Article 1
Corporate name, 1 Under the Corporate name
Registered office Novartis AG
Novartis SA
Novartis Inc.
there exists a company limited by shares with
its registered office in Basle.
Article 2
Purpose 1 Purpose of the Company is to hold interests in
enterprises in the area of health care or
nutrition. The company may also hold interests
in enterprises in the areas of biology,
chemistry, physics, information technology or
related areas.
2 The Company may acquire, mortgage, liquidate or
sell real estate and intellectual property
rights in Switzerland or abroad.
Article 3
Duration 1 The duration of the Company is unlimited.
Section 2: Share Capital
Article 4
Share capital 1 The share capital of the Company is CHF
1,400,735,000, fully paid-in and divided into
2,801,470,000 registered shares. Each share has
a nominal value of CHF 0.50.
2 Upon resolution of the General Meeting of
Shareholders registered shares may be converted
into bearer shares and reversed bearer shares
may be converted into registered shares.
Article 5
Shareholders register 1 The Company shall maintain a shareholders
and restrictions of register showing the names, first names,
registration, Nominees domicile, address and nationality (in the case
of legal entities the registered office) of the
holders or usufructuaries of registered shares.
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.
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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, with
retroactive effect as of the date of
registration, the registration of shareholders
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.
Article 6
Share certificates 1 The Company may issue certificates representing
several shares. They may be exchanged at any
time for smaller portions or individual share
certificates.
Article 7
Dematerialised shares 1 The Company may renounce the printing and
delivery of certificates and may, with the
consent of the owner of issued shares, cancel
issued certificates for registered shares that
are returned to the Company. It may renounce the
issuance of new certificates for registered
shares if the owner of the shares does not
demand the issuance of certificates for its
shares with the co-operation of the bank which
handles the book entries.
2 Registered shares not represented by a
certificate may only be transferred by way of
assignment which assignment must encompass all
rights connected with the transferred shares. To
be valid, the assignment must be notified to the
Company. Registered shares not represented by a
certificate which a bank has been instructed by
the shareholder to administer may only be
transferred with the co-operation of that bank.
3 Registered shares not represented by a
certificate may only be pledged to the bank
which handles the book entries of such shares
for the shareholder, and only based on a written
pledge agreement. A notification of the Company
is not necessary. The right to require delivery
of a certificate may be transferred to the bank
accepting the pledge. In all other cases, the
pledge of registered shares requires the
transfer of the certificates to be valid.
Article 8
Exercise of rights 1 The shares are not divisible. The Company
accepts only one representative per share.
2 The right to vote and the other rights
associated with a registered share may only be
exercised by a shareholder, usufructuary or
nominee who is registered in the share register.
Section 3: Corporate Bodies
A. General Meeting of Shareholders
Article 9
Competence 1 The General Meeting of Shareholders is the
supreme body of the Company.
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Article 10
General Meetings a. 1 The Ordinary General Meeting of Shareholders
Ordinary General shall be held each year within six months after
Meeting the close of the fiscal year of the Company; at
the latest twenty days before the meeting the
business report and the report of the auditors
shall be made available for inspection by the
shareholders at the registered office of the
Company.
Article 11
b. Extraordinary 1 Extraordinary General Meetings of Shareholders
General Meetings of shall take place upon request of the Board of
Shareholders 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 12
Convening of General 1 General Meetings of Shareholders shall be
Meetings 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 13
Agenda 1 One or more shareholders whose combined
shareholdings represent an aggregate nominal
value of at least 1 million Francs may demand
that an item be included in the agenda of a
General Meeting. 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 on matters for which no proper notice
was given. This provision shall not apply to
proposals to convene an Extraordinary General
Meeting or to initiate a special audit.
Article 14
Presiding officer, 1 The General Meeting of Shareholders shall take
Minutes, Vote place at the registered office of the Company,
counters unless the Board of Directors decides otherwise.
The Chairman of the Board or in his absence a
Vice-Chairman or any other Member of the Board
and designated by the Board 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.
Article 15
Proxies 1 The Board of Directors shall provide for the
rules regarding the participation and the
representation at the General Meeting.
2 A shareholder shall only be represented by his
legal representative, another shareholder with
the right to vote, corporate bodies
(Organvertreter), independent proxies
(unabhangige Stimmrechtsvertreter) or by a
depositary (Depotvertreter).
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Article 16
Voting rights 1 Each share entitles the holder to one vote.
Article 17
Resolutions, Elections 1 Unless the law requires otherwise, the General
Meeting passes resolutions and elections with
the absolute majority of the votes 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 having 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.
Article 18
Powers of the General 1 The following powers shall be vested exclusively
Meeting in the General Meeting:
a) to adopt and amend the Articles of
Incorporation;
b) to elect the members of the Board of
Directors, the auditors and the Group auditors;
c) to approve the annual report and the
consolidated financial statements;
d) to approve the annual financial statements
and to decide on the allocation of profits shown
on the balance sheet, in particular with regard
to dividends;
e) to discharge the members of the Board of
Directors;
f) to pass resolutions concerning all matters
which by law or the Articles of Incorporation
are reserved to the authority of the General
Meeting.
Article 19
Special Quorum 1 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 authorised or conditional increase of the
share capital;
e) an increase of the share capital increase out
of equity, by contribution in kind, 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 without
liquidation.
B. Board of Directors
Article 20
Number of Directors 1 The Board of Directors shall consist of a
minimum of 10 and a maximum of 16 members, all
of which must be shareholders.
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Article 21
Term of office 1 The term of office for each member of the Board
of Directors shall not exceed three years. A
year within the meaning of this provision is the
period between two Ordinary General Meetings of
Shareholders. The term of office shall be
determined for each member at the occasion of
its election. The several terms of office shall
be co-ordinated such that in each year
approximately one third of all members of the
Board of Directors shall be subject to
re-election or election.
2 In the case of replacement elections that occur
during a term of office of a director, the
successor shall assume the term of office of his
predecessor. Members of the Board of Directors
whose term of office has expired shall be
re-eligible, subject to paragraph 3 hereinafter.
3 The members of the Board of Directors shall
automatically retire after the lapse of the
twelfth year of office or, if earlier, after the
expiry of the seventieth year of age, provided
that the retirement shall become effective on
the date of the next Ordinary General Meeting of
Shareholders following such event. The General
Meeting may, under special circumstances, grant
an exception from this rule and may elect a
member of the Board of Directors for another
term of office of no more than four years.
Article 22
Organisation of the 1 The Board of Directors shall elect its Chairman
Board, Remuneration and one or two Vice-Chairmen from among its
members. It shall appoint a secretary who need
not be a member of the Board of Directors.
2 The Board of Directors shall determine the
remuneration of its members.
Article 23
Convening of 1 The Chairman shall convene meetings of the Board
meetings of Directors if and when the need arises or if a
member so requires in writing.
Article 24
Resolutions 1 In order to pass resolutions, at least a
majority of the members of the Board of
Directors must be present. This requirement
shall not apply 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 by telephone, or
in writing or by way of electronic data transfer
unless a member of the Board of Directors
requests oral deliberation.
Article 25
Powers of the Board 1 The Board of Directors has in particular the
following non-delegable and inalienable duties:
a) the ultimate direction of the business of the
Company and to give the necessary directives;
b) the determination of the organisation of the
Company;
c) the administration of accounting, financial
control and financial planning;
d) the appointment and removal of the persons
entrusted with the management and representation
of the Company;
e) the ultimate supervision of the persons
entrusted with the management of the Company,
specifically in view of their compliance with
the law, the Articles of Incorporation,
regulations and directives;
f) the preparation of business reports and the
Meetings of Shareholders and to carry out the
resolutions adopted by the Meetings of
Shareholders;
g) the notification of the court if liabilities
exceed assets;
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h) the adoption of resolutions concerning the
increase of the share capital to the extent that
such power is vested in the Board of Directors
(Article 651 paragraph 4 CO), as well as
resolutions concerning the confirmation of
capital increases and respective amendments to
the Articles of Incorporation;
i) the examination of the professional
qualifications of qualified auditors.
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 26
Delegation of powers 1 The Board of Directors may, subject to article
25 hereof, delegate the management of the
Company in whole or in part to individual or
several directors or to third persons (senior
management) by virtue of promulgating
regulations governing the internal organisation.
Article 27
Signature power 1 The Board of Directors determines those of its
members as well as those third persons who shall
have signatory power for the Company and shall
further determine the manner in which such
persons may sign on behalf of the Company.
C. Auditors and Group Auditors
Article 28
Term, Powers and 1 The Auditors and the Group Auditors, both of
Duties which shall be elected by the General Meeting of
Shareholders each year, shall have the powers
and duties vested in them by law.
Section 4: Annual Financial Statements, Consolidated
Financial Statements and Profit Allocation
Article 29
Fiscal year 1 The Board of Directors shall prepare for each
fiscal year as of 31 December a business report
consisting of the annual financial statements
(including profit and loss statements, balance,
sheet and notes to the financial statements),
the annual report and the consolidated financial
statements.
Article 30
Allocation of profit 1 The allocation of the profit shown on the
shown on the balance balance sheet shall be determined by the General
sheet, Reserves 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 5: Publications and Place of Jurisdiction
Article 31
Publications 1 Shareholder communications of the Company shall
be made in the Swiss Gazette of Commerce. The
Board of Directors may designate additional
publication organs.
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Article 32
Place of jurisdiction 1 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.
Section 6: Contributions in Kind
Article 33
Contributions in kind 1 Pursuant to a merger agreement dated 6 March,
1996, the Company has, effective as of 1
January, 1996 acquired all assets and
liabilities
- of Ciba-Geigy Ltd. with a net book value of
CHF 5,092,385,655 (after distribution of
profits) pursuant to the merger balance sheet
dated 31 December, 1995; in turn the Company has
conveyed to the previous shareholders of
Ciba-Geigy Ltd. at the ratio of 1 to 11/15 a
total of 31,308,837 shares with a nominal value
of CHF 626,176,740 and has accounted the
difference between such value and the net book
value in a total amount of CHF 4,466,208,915 to
the general reserves; and
- of Sandoz Ltd. with a net book value of CHF
3,364,195,484 (after distribution of profits)
pursuant to the merger balance sheet dated 31
December, 1995; in turn the Company has conveyed
to the previous shareholders of Sandoz Ltd. at
the ratio of 1 to 1 a total of 40,816,280 shares
with a nominal value of CHF 816,325,600 and has
accounted the difference between such value and
the net book value in a total amount of CHF
2,547,869,884 to the general reserves.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Novartis AG
Date: June 20, 2003 By: /s/ MALCOLM B. CHEETHAM
-----------------------------------
Name: Malcolm B. Cheetham
Title: Head Group Financer
Group Fin. Reporting and Accounting
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