SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated July 9, 2002
Incorporated by Reference into Novartis AG's Registration Statements on
Form F-3 as filed with the Commission on May 11, 2001
(File No. 333-60712) and on January 31, 2002 (File No. 333-81862).
Novartis AG
(Name of Registrant)
Lichtstrasse 35
4056 Basel
Switzerland
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(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 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 21, 2002, 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 July 8, 2002.
Page 1 of 13 Total Pages
[NOVARTIS LOGO]
Articles
of Incorporation
of Novartis AG
21 March 2002
Page 2 of 13 Total Pages
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
(The original German text remains, in all matters, binding and definitive).
Page 3 of 13 Total Pages
Articles of Incorporation
of Novartis AG
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Section 1: Corporate name, Registered Office, Purpose and Duration 3
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Section 2: Share Capital 3
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Section 3: Corporate Bodies 5
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A. General Meeting of Shareholders 5
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B. Board of Directors 8
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C. Auditors and Group Auditors 10
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Section 4: Annual Financial Statements, Consolidated Financial
Statements and Profit Allocation 11
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Section 5: Publications and Place of Jurisdiction 11
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Section 6: Contributions in Kind 12
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Page 4 of 13 Total Pages
ARTICLES OF INCORPORATION OF NOVARTIS AG
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Section 1: Corporate name, Registered Office, Purpose and Duration
Article 1
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1 Under the Corporate name
Corporate name, Novartis AG
Registered office Novartis SA
Novartis Inc.
there exists a company limited by shares with its
registered office in Basel.
Article 2
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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
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Duration 1 The duration of the Company is unlimited.
Section 2: Share Capital
Article 4
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Share capital 1 The share capital of the Company is CHF 1,412,075,000,
fully paid-in and divided into 2,824,150,000 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
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Shareholders 1 The Company shall maintain a shareholders register
register and showing the names, first names, domicile, address and
restrictions of nationality (in the case of legal entities the
registration, registered office) of the holders or usufructuaries of
Nominees 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 of the Swiss Code
of Obligations.
3 The Board of Directors may register nominees with the
right to vote in the share register to the extent of up
to 0.5% of the registered share capital as set forth in
the commercial register. Registered shares held by a
nominee that exceed this limit may be registered in the
shareholders register if the nominee discloses the
names, addresses and the number of shares of the
persons for whose account it holds 0.5% or more of the
registered share capital as set forth in the commercial
register. Nominees within the meaning of this provision
are persons who do not explicitly declare in the
request for registration to hold the shares for their
own account and with whom the Board of Directors has
entered into a corresponding agreement.
4 Corporate bodies and partnerships or other groups of
persons or joint owners who are interrelated to one
another through capital ownership, voting rights,
uniform management or otherwise linked as well as
individuals or corporate bodies and partnerships who
act in concert to circumvent the regulations concerning
the limitation of participation or the nominees
(especially as syndicates), shall be treated as one
single person or nominee within the meaning of
paragraphs 2 and 3 of this article.
5 After hearing the registered shareholder or nominee,
the Board of Directors may cancel, 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
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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
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Dematerailised 1 The Company may renounce the printing and delivery of
shares 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.
3 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. 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
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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
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Competence 1 The General Meeting of Shareholders is the supreme body
of the Company.
Article 10
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General Meetings 1 The Ordinary General Meeting of Shareholders shall be
a. Ordinary held each year within six months after the close of the
General Meeting 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
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b. Extraordinary 1 Extraordinary General Meetings of Shareholders shall
General Meetings take place upon request of the Board of Directors or
of Shareholders 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 share-holder or
shareholders specifying the items for the agenda and
the proposals.
Article 12
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Convening of 1 General Meetings of Shareholders shall be convened by
General Meetings 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
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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
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Presiding officer, 1 The General Meeting of Shareholders shall take place at
Minutes, Vote the registered office of the Company, unless the Board
counters 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
2 take the chair.
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
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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).
Article 16
Voting rights 1 Each share entitles the holder to one vote.
Article 17
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Resolutions, 1 Unless the law requires otherwise, the General Meeting
Elections 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
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Powers of the 1 The following powers shall be vested exclusively in the
General Meeting 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
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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
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Number of 1 The Board of Directors shall consist of a minimum of 10
Directors and a maximum of 16 members, all of which must be
shareholders.
Article 21
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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 coordinated 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
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Organisation of 1 The Board of Directors shall elect its Chairman and one
the Board, or two Vice-Chair-men from among its members. It shall
Remuneration 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
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Convening of 1 The Chairman shall convene meetings of the Board of
meetings Directors if and when the need arises or if a member so
requires in writing.
Article 24
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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
3 requires a majority of the votes cast. The Chairman
shall not have the deciding vote.
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
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Powers of the 1 The Board of Directors has in particular the following
Board 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;
h) the adoption of resolutions concerning the increase
of the share capital to the extent that such power is
2 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. 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
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Delegation of 1 The Board of Directors may, subject to article 25
powers 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
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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
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Term, Powers and 1 The Auditors and the Group Auditors, both of which
Duties shall be elected by the General Meeting of Shareholders
each year, shall have the powers and duties vested in
them by law.
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Section 4: Annual Financial Statements, Consolidated Financial
Statements and Profit Allocation
Article 29
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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
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Allocation of 1 The allocation of the profit shown on the balance sheet
profit shown on shall be determined by the General Meeting of
the balance sheet, Shareholders subject to the legal provisions. The Board
Reserves 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
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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.
Article 32
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Place of 1 The place of jurisdiction for any disputes arising from
jurisdiction 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 1 Pursuant to a merger agreement dated 6 March, 1996,
Kind 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
share-holders 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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Page 5 of 13 Total Pages
to Page 12 of 13
Total Pages
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: July 9, 2002 By: /s/ MALCOLM B. CHEETHAM
--------------------------------------
Name: Malcolm B. Cheetham
Title: Head Group Financer
Group Fin. Reporting and Accounting
Page 13 of 13 Total Pages