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Shareholders approve all resolutions proposed by Novartis Board of Directors - Dr. Joerg Reinhardt to succeed as Chairman following transition period



2013-02-22 15:04:41 -


Novartis International AG /
Shareholders approve all resolutions proposed by Novartis Board of Directors -
Dr. Joerg Reinhardt to succeed as Chairman following transition period
. Processed and transmitted by Thomson Reuters ONE.
The issuer is solely responsible for the content of this announcement.

* Shareholders approve 16(th) consecutive dividend increase to CHF 2.30 (+2%)
per share for 2012, representing a payout of approximately 65% of net income
from continuing operations

* New compensation system in line with current best practices, approved in
consultative vote, creating strong alignment with shareholder interests and
allowing them to better evaluate performance relative to objectives of the
CEO and members of the Executive Committee

* Dr. Joerg Reinhardt elected as new member of the Novartis Board of Directors
as of August 1, 2013 until the AGM in 2016; to assume Board Chairmanship
August 1, 2013; current Vice Chairman Prof. Dr. Ulrich Lehner to serve as
ad-interim Chairman

* Drs. Verena Briner and Charles Sawyers and Mr. William Winters elected to
the Novartis Board of Directors for three-year terms

* Novartis Board of Directors reaffirms commitment to strengthen efforts
around transparency
Basel, February 22, 2013 - The majority of Novartis shareholders today followed
the Board of Directors' recommendations for all proposed resolutions at the
Group's Annual General Meeting. A total of 2688 shareholders were present at the
meeting held in Basel, representing approximately 1.66 billion shares or 61.5%
of the almost 2.71 billion issued shares of Novartis.

Shareholders approved the sixteenth consecutive dividend increase per share
since the creation of Novartis in 1996, with an increase of 2% to CHF 2.30 for
2012. The dividend payment of CHF 2.30 per share for 2012 compared to CHF 2.25
in 2011, represents a payout ratio of approximately 65% of net income from
continuing operations. Payment for the 2012 dividend will be made with effect
from March 1, 2013.

Shareholders elected Dr. Joerg Reinhardt to the Novartis Board of Directors
effective August 1, 2013 for a three year term. Dr. Reinhardt is designated to
become Chairman of the Board. During the transition period, current Vice-
Chairman Prof. Dr. Ulrich Lehner will lead the Board on an ad interim basis. The
Novartis Board of Directors wishes to thank Dr. Daniel Vasella for his services
and dedication to Novartis for the last 25 years and for leading the company as
either CEO or Chairman of the Board of Directors over the last 17 years
transforming the business portfolio to focus on healthcare, building a world-
leading research organization, strong leadership team, and a reputation that is
among the best in the industry and beyond. In honor of his accomplishments, the
Board has further decided to elect Dr. Vasella as Honorary Chairman of the
Board.

"It is with great regret that the Novartis Board of Directors acknowledges the
departure of Dr. Vasella from the Board -- Novartis is thus losing a unique
forward thinker of the industry and an extraordinarily successful business
leader. There could not be more impressive proof of the sustainability of Dr.
Vasella's corporate strategy than that we were able to increase the dividend
sixteen times in succession regardless of economic and regulatory challenges,"
said Dr. Ulrich Lehner, Vice-Chairman and Chairman ad-interim for Novartis.
"While the Board and Dr. Vasella agreed to cancel the proposed non-compete
agreement and to forgo all compensation linked to it, we are happy in the
knowledge that Dr. Vasella will remain committed to the company that he has
shaped like no other for the next few years. We are committed to addressing the
needs of our shareholders and stakeholders, and will further strengthen our
efforts to provide full transparency whenever possible, as demonstrated by the
changes to our compensation system."

"Since Novartis was created in 1996 it has persistently honed in on the markets
and technologies that hold sustainable growth potential. Our ability to
consistently introduce new and more effective, or more cost-effective, drugs is
strategically important to our business success and to carrying out our primary
mission. Research and development remain essential core competencies when it
comes to fulfilling this mission. I am confident in the leadership of Joe
Jimenez and his top team, the company's strategy with its commitment to
innovation, and the course charted to strengthen Novartis as one of world's
leading healthcare companies," said Dr. Daniel Vasella, outgoing Chairman of
Novartis. "After 25 years with the company, the time is right for me to ensure a
smooth transition. Dr. Joerg Reinhardt is a very experienced healthcare
executive with deep knowledge of the company and the industry, and shares a
clear commitment to innovation. I wish him much success in this new role."

During the Annual General Meeting, Novartis CEO Joseph Jimenez renewed the
company's commitment to its strategy and strategic priorities. "When Dr. Vasella
became CEO of Novartis, he reinforced that patients should be at the center of
all we do, and he focused on research and development leading to breakthrough
innovations such as Glivec". Jimenez said.

Consultative vote on revisions to the compensation system
Shareholders also approved, in a consultative vote, the proposed changes of the
Novartis Board of Directors to the Novartis compensation system for the CEO and
the members of the Executive Committee, effective from January 1, 2014. Changes
to the compensation system will further enhance alignment of performance with
the interests of shareholders and foster long-term value creation. The new
compensation system being a simplified structure, will allow shareholders to
better evaluate long and short-term performance relative to objectives.
Retrospective performance measures and payout percentages will be disclosed in
subsequent compensation reports. The approved revisions to the compensation
system are in line with current best practices of other leading international
companies.

Election of new members to the Novartis Board of Directors
In addition to Dr. Reinhardt, shareholders elected Dr. Verena Briner, Dr.
Charles Sawyers and Mr. William Winter to the Novartis Board of Directors for
three-year terms. Dr. Joerg Reinhardt graduated with a Ph.D. in pharmaceutical
sciences from Saarland University, Saarbruecken, Germany. He joined Sandoz
Pharma Ltd in 1982 and held positions of increasing responsibility in R&D for
the company in Switzerland. In 1994, he was named Head of Development for Sandoz
Pharma Ltd. After the merger that created Novartis in 1996, Dr. Reinhardt became
Head of Preclinical Development and Project Management for Novartis, and assumed
the position of Head of Pharmaceutical Development in 1999. From 2006 to 2008,
he served as Head of the Vaccines and Diagnostics Division. In 2008, he became
Chief Operating Officer of the Novartis Group, a position he held until January
31, 2010. From 2000 to 2010, Dr. Reinhardt also served as Chairman of the Board
of the Genomics Institute of the Novartis Foundation in the US. Since August
15, 2010, Dr. Reinhardt has been Chairman of the Board of Management of Bayer
HealthCare AG and Chairman of the Bayer HealthCare Executive Committee. He will
step down from these positions at Bayer prior to August 1, 2013. He is a member
of the Council of the International Federation of Pharmaceutical Manufacturers
and Associations (IFPMA). Dr. Reinhardt was born in 1956. He is a German
citizen.

Dr. Verena A. Briner is Professor of Internal Medicine at the University of
Basel and Chief Medical Officer and Head of the Department of Medicine of the
Lucerne Cantonal Hospital, Switzerland. She obtained her M.D. degree at the
Medical School of the University of Basel in 1978 and completed residencies in
several Swiss hospitals as well as at the Health Sciences Center of the
University of Colorado, Denver, US. She holds a specialized degree of the Swiss
Medical Association in Internal Medicine and in Nephrology and is a member and a
past president of the Swiss Society of Internal Medicine. She has received
several prestigious scholarships and scientific grants, including the
President's Grant of the Society of General Internal Medicine in 2011. Dr.
Briner is an internationally recognized specialist in internal medicine and a
prolific researcher. She is member of several medical and ethical institutions
and commissions, including the Board of the Foundation for the Development of
Internal Medicine in Europe, the Senate and the Board of the Swiss Academy of
Medical Sciences and the sounding group of the Centre for Technology Assessment
TA-SWISS for personalized medicine. She is an honorary fellow of the American
College of Physicians, the European Federation of Internal Medicine, the Polish
Association of Internal Medicine and the Swiss Society of General Internal
Medicine. Dr. Briner was born in 1951. She is a Swiss citizen.

Dr. Charles L. Sawyers is Chair of the Human Oncology and Pathogenesis Program
at Memorial Sloan-Kettering Cancer Center in New York, US, and Professor of
Medicine and of Cell and Developmental Biology at the Graduate School of Medical
Sciences at Weill-Cornell University, US. He is also an Investigator of the
Howard Hughes Medical Institute, Maryland, US. He obtained his M.D. degree at
the Johns Hopkins School of Medicine, completed his residency in Internal
Medicine at the University of California in San Francisco, US, and his
hematology-oncology fellowship training at the University of California in Los
Angeles, US. Dr. Sawyers is an internationally acclaimed cancer researcher. His
research has focused on characterizing signal transduction pathway abnormalities
in various cancers, including chronic myeloid leukemia and prostate cancer, and
developing molecularly targeted cancer drugs for both diseases. In particular,
he co-developed Novartis' targeted cancer drug, Gleevec/Glivec. Prior to joining
Memorial Sloan-Kettering Cancer Center in 2006, he worked at Jonsson
Comprehensive Cancer Center of the University of California, Los Angeles, US,
for nearly 18 years. Dr. Sawyers has received numerous honors and awards,
including the Lasker-DeBakey Clinical Medical Research Award, often considered
America's Nobel Prize, in 2009. He is past President of the American Society for
Clinical Investigation, President-Elect of the American Association of Cancer
Research and serves on President Obama's National Cancer Advisory Board.  He is
a member of the US National Academy of Sciences and Institute of Medicine. Dr.
Sawyers was born in 1959. He is a US citizen.

William T. Winters is CEO and Chairman of Renshaw Bay, London, an alternative
asset management and advisory company founded in partnership with Mr. Johann
Rupert's Reinet Investments and Lord Jacob Rothschild's RIT Capital Partners. He
was a member of the UK Independent Commission on Banking which made its
recommendations to the Government on the structure of the UK financial industry
in September 2011. He recently completed a review which was presented to the
Court of the Bank of England in October 2012, covering the Bank's framework for
providing liquidity to the banking system as a whole. Mr. Winters left JPMorgan
in 2010, having served as the Co-CEO of the JPMorgan Investment Bank since
2003. He had joint responsibility for the firm's global businesses across sales,
trading, research, capital raising, lending and associated risk management.
Having joined JPMorgan in 1983, he held management roles across several market
areas and in corporate finance. He moved from New York to London in 1992. Mr.
Winters received an MBA from the Wharton School at the University of
Pennsylvania and a Bachelor's degree in International Relations from Colgate
University. He is a member of the Boards of the International Rescue Committee,
Colgate University, the Young Vic Theatre and The Print Room. Mr. Winters was
born in 1961. He is a dual UK/US citizen.

Disclaimer
The foregoing release contains forward-looking statements that can be identified
by terminology such as "to succeed," "to assume,"
"commitment," "will,"
"effective," "strategy," "committed,"
"potential," "mission," "confident,"
"priorities," "would," or similar expressions, or by express or
implied
discussions regarding the potential future impact on Novartis of the matters
described in this release, including matters involving the transition to new
leadership, and involving executive compensation. You should not place undue
reliance on these statements.  Such forward-looking statements reflect the
current views of management regarding future events, and involve known and
unknown risks, uncertainties and other factors that may cause actual results to
be materially different from any future results, performance or achievements
expressed or implied by such statements. There can be no guarantee as to the
ultimate outcome of the matters described in this release. In particular,
management's expectations regarding these matters could be affected by, among
other things, the public reaction to these matters; the potential impact of
these matters on executive compensation at Novartis; competition in general; the
impact that the foregoing factors could have on the values attributed to the
Novartis Group's assets and liabilities as recorded in the Group's consolidated
balance sheet, and other risks and factors referred to in Novartis AG's current
Form 20-F on file with the US Securities and Exchange Commission. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, believed, estimated or expected. Novartis is providing the
information in this press release as of this date and does not undertake any
obligation to update any forward-looking statements contained in this press
release as a result of new information, future events or otherwise.

About Novartis
Novartis provides innovative healthcare solutions that address the evolving
needs of patients and societies. Headquartered in Basel, Switzerland, Novartis
offers a diversified portfolio to best meet these needs: innovative medicines,
eye care, cost-saving generic pharmaceuticals, preventive vaccines and
diagnostic tools, over-the-counter and animal health products. Novartis is the
only global company with leading positions in these areas. In 2012, the Group
achieved net sales of USD 56.7 billion, while R&D throughout the Group amounted
to approximately USD 9.3 billion (USD 9.1 billion excluding impairment and
amortization charges). Novartis Group companies employ approximately 128,000
full-time-equivalent associates and operate in more than 140 countries around
the world. For more information, please visit www.novartis.com.
Novartis is on Twitter. Sign up to follow @Novartis at
twitter.com/novartis.

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