FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934


For the month of July 2012

Commission File Number: 001-15152


SYNGENTA AG
(Translation of registrant’s name into English)

Schwarzwaldallee 215
4058 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 by furnishing the information contained in this Form, the Registrant 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

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
 
 
 
 

 
Re:                      SYNGENTA AG
Disclosure:
“New Syngenta Articles of Incorporation”

Filed herewith are the new Articles of Incorporation of Syngenta AG.

They reflect the decision of the meeting of the Syngenta Board of Directors of July 25, 2012, to formally delete article 4bis of the Articles of Incorporation on the Authorized Capital in accordance with article 651a sec. 2 OR (Swiss Code of Obligations). The rules of article 4bis have elapsed as of April 20, 2012 and cannot form the basis for a share capital increase by the Board of Directors anymore.

The revised Syngenta Articles of Incorporated, as entered into the Commercial Register of Basel on July 25, 2012, are attached.

# # #

 
 
 

Item 1

1
  
Corporate Name, Registered Office, Purpose and Duration
     
Corporate name
  
Article 1
     
   
A company limited by shares is formed under the corporate name:
     
Registered office
  
Syngenta AG
     
   
Syngenta SA
     
   
Syngenta Ltd.
     
   
with its registered office in Basel.
 
Purpose
  
Article 2
     
  1 
Purpose of the Company is to hold interests in enterprises, particularly in the areas of agribusiness; in special circumstances the Company may directly operate such businesses.
     
     
 2
The Company may acquire, mortgage, liquidate or sell real estate and intellectual property rights in Switzerland or abroad.
     
    Article 3
     
Duration   The duration of the Company is unlimited.
 
 
 
 

2
  
Share Capital

Share capital
  
Article 4
     
 
1
The share capital of the Company is CHF 9,312,614.90, fully paid-in and divided into 93,126,149 registered shares. Each share has a par value of CHF 0.1 0.
     
 
2  
Upon resolution of the General Meeting of Shareholders registered shares may be converted into bearer shares and bearer shares may be converted into registered shares.
 
Authorized capital1  
Article 4bls
 
Share register and restrictions of registration, nominees  
Article 5
   
1
The Company shall maintain a share register showing the name(s), first name(s), domicile, address and nationality (in the case of legal entities the registered office) of the holders or usufructuaries of registered shares. Holders who may exercise the voting rights of shares which they do not own will be mentioned upon request in the notes of the share register in case their entitlement is based on law (legal usufructuary, mandatory legal representative of a minor and so forth).
     
 
2     
Upon request acquirers of registered shares are registered in the share 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.
     
 
3     
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 or nominees if the registration was effected based on false information. The respective shareholder or nominee shall be informed immediately of such cancellation.
     
1 Formal deletion as per decision of the Board of Directors of July 25, 2012 due to the expiry of the authorized capital at April 20, 2012
 
 
 
 
 
4     
The Board of Directors shall specify the details of registration in specific rules which take into account market practice in all of those markets where shares of the Company are listed. In particular, irrespective of the restriction set forth in Article 5 paragraph 2 above, the Board of Directors may, based on separate regulations or individual agreements, allow the entry into the share register as shareholders with voting rights of nominees that are subject to a recognized banking or financial market supervision.
 
Share certificates and intermediated securities  
Article 6
   
1
The Company may issue its shares as individual share certificates, global share certificates or uncertificated securities. Within the scope of the legal framework, the Company may at any time convert its shares issued in one of the above forms into another without the shareholder's consent. The costs of such a conversion shall be borne by the Company.
     
 
2     
The shareholder is not entitled to demand the conversion of shares issued in one form into another. Each shareholder may, however, request from the Company at any time a confirmation of the shares registered in the share register under his name.
     
 
3  
Intermediated securities (“Bucheffekten”) with underlying shares of the Company may not be transferred by way of assignment. Security interests for these intermediated securities cannot be granted by means of assignment.
     
 
Exercise of rights   Article 7
     
  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 share may only be exercised by a shareholder, a usufructuary or a nominee who is registered as a shareholder with the right to vote in the share register.
 
 
 
 
 
3
  
Corporate Bodies
     
    
  
A. General Meeting of Shareholders
     
Competence   Article 8
     
    The General Meeting of Shareholders is the supreme body of the Company.
     
Annual General  Meeting
   Article 9
   
    The Annual General Meeting of Shareholders shall be held each year within six months after 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 or be sent to all registered shareholders.
     
Extraordinary General
Meeting
   Article 10
   
  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 requested 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.
 
Convening of General
Meetings
  
Article 11
   
 
 1
General Meetings of Shareholders shall be convened by the Board of Directors, or, if necessary, by the Auditors, 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 or that a certain item be included in the agenda and, in case of elections, the names of the nominated candidates.

Agenda
Article 12
 
  1
One or more shareholders whose combined shareholdings represent an aggregate nominal value of at least CHF 10,000.- 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 sixty days before the meeting and shall specify the items and the proposals of such 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.
 
Presiding officer, minutes, vote counters  
Article 13
   
  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 the 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 presiding officer and the secretary shall sign the minutes.
 
 
 
 
 
Proxies
  
Article 14
     
  1
The Board of Directors shall provide for the rules regarding the participation and the representation at the General Meeting of Shareholders.
     
 
2     
A shareholder may only be represented by his legal representative, another shareholder with the right to vote, proxies designated in agreements with or regulations relating to nominees, corporate bodies (Organvertreter), independent proxies (unabhängige Stimmrechtsvertreter) or by a bank or a broker (Depotvertreter).
     
  3 The Chairman of the General Meeting decides whether a proxy will be accepted.
     
Voting rights      Article 15
     
    Each share entitles the holder to one vote.
     
 
 
  
Resolutions, elections
  
Article 16
   
  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 of Shareholders decides for, or the presiding officer orders, a ballot.
     
 
3     
The presiding officer may at any time have an election or resolution taken on a show of hands or electronically repeated by a ballot, if the results of the first vote appear unclear. In such case, the preceding election or resolution taken on a show of hands or electronically is deemed not to have taken place.
     
 
4     
In case of elections, if no valid election has been made in the first vote and if there is more than one candidate, the presiding officer shall order a second vote in which the relative majority shall be decisive.

 
 
 
 
Powers of the General Meeting
  
Article 17
   
 
The following powers shall be vested exclusively in the General Meeting:
     
 
a)    
to adopt and amend the Articles of Incorporation;
     
 
b)    
to elect the members of the Board of Directors and the 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 and the senior management;
     
 
f)   
to pass resolutions concerning all matters which by law or the Articles of Incorporation are reserved to the authority of the General Meeting.
 
Special quorum
  
Article 18
     
   
The approval of the 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 made through a transformation of reserves, by contribution in kind, for the purpose of an acquisition of property and the grant of special rights;
     
 
f)   
a restriction or suspension of preemptive rights;
     
 
g)
a change of location of the registered office of the Company;
     
 
h)
the dissolution of the Company.

 
 
 
 
 
B.
Board of Directors
     
Number of Directors
  
Article 19
   
    The Board of Directors shall consist of a maximum of twelve members who shall be shareholders.
 
Term of office   Article 20
     
  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 interval between two Annual 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 so 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 re- tire 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 Annual General Meeting of Shareholders following such event.

Organization of the
Board, remuneration
  
Article 21
   
1 The Board of Directors shall elect its Chairman and one Vice-Chairman 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.
 
 
 
 
 
Convening of meetings
  
Article 22
   
   
The Chairman shall convene meetings of the Board of Directors if and when the need arises or if a member so requires in writing.
     
Resolutions
  
Article 23
     
   
The Board of Directors may lay down rules on its decision-making mechanism in the rules governing its organization.
 
Power of the Board of Directors
   Article 24
   
  1
The Board of Directors has in particular the following nontransferable and inalienable duties:
     
 
a)
the ultimate direction of the business of the Company and the giving of the necessary directives;
     
 
b)
the determination of the organization 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 General Meetings of Shareholders and the carrying out of the resolutions adopted by the General Meetings of Shareholders;
     
 
g)
the notification of the court if liabilities exceed assets;
     
 
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 of the Code of Obligations), 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 the Auditors.
 
 
 
 

 
2     
In addition the Board of Directors may 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.
     
Delegation of powers,
organizational rules
  
Article 25
   
  1 
The Board of Directors may, subject to Article 24 hereof, delegate the management of the Company in whole or in part to individual or several directors or to third persons (senior management) in accordance with rules governing the internal organization.
     
 
2     
The rules governing the internal organization shall be enacted by the Board of Directors and shall determine the powers and organization of the Board of Directors and the competencies and duties of the senior management.

     
Signature power  
Article 26
   
   
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
Term, powers and duties    
 
Article 27
     
   
The Auditors, which shall be elected by the General Meeting of Shareholders each year, shall have the powers and dutiesvested in them by law.
   
Special auditor1
  
Article 28
 
 
1Deleted as per decision of the Annual General Meeting of April 20, 2010
 
 
 
 
 
     
4  
Annual Financial Statements, Consolidated Financial Statements and Profit Allocation
     
Fiscal year  
Article 29
   
   
The Board of Directors determines the fiscal year.
   
   
Business report  
Article 30
   
   
The Board of Directors shall prepare for each fiscal year a business report consisting of the annual financial statements for the Company and on a consolidated level (including profit and loss statements, balance sheet and notes to the financial statements) and the annual report. The Board of Directors shall determine the currency in which the consolidated financial statements are reported.
 
Allocation of profit shown on the balance sheet, reserves
  
Article 31
   
1
The General Meeting of Shareholders subject to the legal provisions shall determine the allocation of profit shown on the balance sheet. The Board of Directors shall submit its proposals to the General Meeting of Shareholders.
     
 
2
In addition to statutory reserves, additional reserves may be accrued.
     
 
3
Dividends not claimed within five years after the due date shall remain with the Company and be allocated to the general reserves.
 
 
 
 
 
5  
Publications and Place of Jurisdiction
   
Publications
  
Article 32
   
   
Shareholder communications of the Company shall be made in the Swiss Commercial Gazette. The Board of Directors may designate additional forms of publication and shall assure that shareholders in all jurisdictions where the shares of the Company are listed are treated equally.
     
Place of jurisdiction  
Article 33
   
   
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.
 
 
 
 
 
6         Contribution in kind
     
Contribution in kind2   Article 34
 

 
7         Merger
     
Merger2   Article 35
 

 
2 Deleted as per decision of the Annual General Meeting of April 24, 2012
 
Version corresponding to the resolutions of the Annual General Meeting of Shareholders of April 24, 2012
 
(The official German version of the Articles of Incorporation is prevailing over the English text.)
 
 
 



   
SYNGENTA AG
  
       
       
Date:
July 25, 2012
  
By:
/s/ Daniel Michaelis
  
       
Name:
Daniel Michaelis
  
       
Title:
Senior Legal Counsel
  
             
             
             
             
             
             
             
             
     
By:
/s/ Brigitte Benz
  
       
Name:
Brigitte Benz
  
         
Head Shareholder Services & Group Administration