Filed pursuant to
to Rule 424(b)(3)
333-60712
PROSPECTUS
Novartis AG - American Depositary Shares
NOVARTIS
ADS DIRECT PLAN
Novartis AG ("Novartis"), a Swiss company, is pleased to offer the
Novartis ADS Direct Plan (the "Plan"). The Plan provides investors in the
United States with an easy and inexpensive way to invest in Novartis and
systematically increase their holdings in Novartis.
The Plan holds Novartis American Depositary Shares (the "ADSs"), which
are listed on the New York Stock Exchange under the trading symbol "NVS." The
Plan is open to new investors, as well as to existing holders of ADSs in the
United States.
Key features of the Plan:
o Free enrollment if you hold at least ten ADSs in your name or you
make an initial direct purchase of ADSs in an amount of at least
$500.
o Purchase ADSs without a personal broker and with no fees or brokerage
commissions.
o Invest as little as $100 or as much as $120,000 in ADSs in any
calendar year.
o Purchase additional ADSs as often as twice a week through checks or
money orders.
o Purchase additional ADSs monthly through automatic bank debit.
o Hold ADSs safely and inexpensively through book-entry accounts.
o Reinvest all cash dividends declared in additional ADSs, unless you
elect otherwise.
o Convenience of making certain transaction requests by telephone or
through the internet.
Please read this prospectus carefully before investing and retain it for your
future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 11, 2004
Table of Contents
Page
Introduction............................................................3
Novartis ...............................................................3
ADSs ...................................................................3
Summary of the Plan.....................................................4
Eligibility and Enrollment..............................................4
Additional Investments in ADSs..........................................5
Share Deposit Management and Safekeeping................................8
Tracking Your Investments and Account Statements........................9
Shareholder Rights and Privileges......................................10
Dividend Reinvestment..................................................10
ADS Splits, Split of Ordinary Shares and Other
Distributions...................................................11
Change of Name or Address..............................................11
Sales of ADSs..........................................................11
Transfers of ADSs......................................................12
Termination of Your Account............................................13
U.S. Federal Income Tax Considerations.................................14
Miscellaneous..........................................................16
Additional Information About Novartis..................................18
Administration ........................................................20
You should rely only on the information incorporated by reference or provided in
this prospectus or in any prospectus supplement. Novartis has not authorized
anyone to provide you with different information. Novartis is not making an
offer to sell ordinary shares or ADSs in any state or country where the offer is
not permitted. You should not assume that the information in this prospectus,
any prospectus supplement or any document incorporated by reference is accurate
as of any date other than the date of the relevant document.
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Introduction
In this prospectus, "Novartis" refers only to "Novartis AG" and does not
include any current or future subsidiaries of Novartis. References to "U.S.
dollars," "USD" or "$" are to the lawful currency of the United States and
references to "Swiss francs" or "CHF" are to the lawful currency of
Switzerland.
Novartis
Novartis AG (NYSE: NVS) is a world leader in pharmaceuticals and consumer
health. In 2003, the Group's businesses achieved sales of USD 24.9 billion and
a net income of USD 5.0 billion. The Group invested approximately USD 3.8
billion in R&D. Headquartered in Basel, Switzerland, Novartis Group companies
employ about 78,500 people and operate in over 140 countries around world.
The principal executive offices of Novartis are located at Lichtstrasse
35, CH-4002 Basel, Switzerland and Novartis' telephone number is
011-41-61-324-1111. Our website address is www.us.novartis.com. Information on
our website is not part of this prospectus.
ADSs
ADSs are equity securities known as "American Depositary Shares," which
trade on the New York Stock Exchange under the trading symbol "NVS" at prices
quoted in U.S. dollars. Each ADS represents one Novartis "ordinary share."
Ordinary shares are the Swiss equivalent of common stock in a U.S.
corporation. Novartis ordinary shares trade on the Swiss Exchange at prices
quoted in Swiss francs. Novartis announces its cash dividends in Swiss francs.
However, dividends declared on your ADSs will be paid in U.S. dollars.
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Summary of the Plan
The following is a summary of the material provisions of the Plan, but
does not restate the Plan in its entirety. The following summary is subject
to, and is qualified in its entirety by reference to, all the provisions of
the Plan.
If you wish to obtain a copy of the Plan or have any questions about the
Plan, you may call JP Morgan Chase Bank, the administrator of the Plan, at
1-877-816-5333.
Eligibility and Enrollment
The Plan is open to investors residing in the United States, its
territories and possessions. You will not be required to pay an enrollment fee
or brokerage fee for the purchase of ADSs.
New Investors. If you do not yet own any ADSs, you may enroll in the Plan
by completing the enclosed authorization form and returning it to the
administrator with a check or money order for a minimum of $500 and up to a
maximum of $120,000.
Registered ADS Holders. If you have at least ten ADSs registered in your
own name, you can enroll your ADSs in the Plan by completing the enclosed
authorization form and returning it by mail to the administrator.
"Street name" Holders. If you already own ADSs through a bank nominee or
broker in "street name," you may enroll in the Plan by instructing your bank,
broker or trustee to have at least ten of your ADSs registered in your name.
You can then enroll your ADSs in the Plan by completing the enclosed
authorization form and returning it by mail to the administrator.
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All completed authorization forms should be returned to the administrator
by first class mail, return receipt requested, to:
Novartis ADS Direct Plan
c/o JPMorgan Chase Bank
P.O. Box 43013
Providence, RI 02940-3013
Novartis reserves the right to deny, modify, suspend or terminate
participation by any person or entity.
Additional Investments in ADSs
After enrollment, you may buy additional ADSs twice a week by mailing a
check or money order to the administrator or by automatic monthly bank debits,
in an amount of at least $100. You may combine check or money orders with
automatic monthly bank debits and investments through the internet as long as
your total additional investments in each calendar year does not exceed
$120,000. The administrator will not charge you any fees for participating in
these additional investments.
Checks and Money Orders. Checks and money orders received by the
administrator will be invested in additional ADSs within three business days
or, if the trading market for ADSs is closed, then, on the next business day
after the third business day that the trading market for ADSs is open. Checks
and money orders should be made payable to "JPMorgan Chase Bank - Novartis."
Automatic Monthly Bank Debits. You may purchase ADSs by authorizing
automatic monthly debits, in a minimum amount of $100 per month, from your
bank account. You may do so through the administrator's website or by
completing Section "4" of the enclosed authorization form and sending your
completed authorization form to the administrator by mail. Funds will be
debited from your bank
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account on or about the 15th of each month and will be invested within three
business days, or if the trading market for ADSs is closed, on the next
business day after the third business day that the trading market for ADSs is
open.
Once the administrator receives your completed authorization form, it will
take the administrator between four to six weeks to process the form. You must
notify the administrator in writing by mail, online through the
administrator's website or by telephone to change or terminate this automatic
debit feature. Please allow about two weeks from the date the administrator
receives your instructions for a change or cancellation to take effect.
Conducting Transactions Through the Internet. You may authorize monthly
investments by automatic bank debits online. You may complete the
authorization form electronically and forward the authorization form to the
administrator. You can access the administrator's services at its website,
www.adr.com/shareholder.
Returned Checks; Failed Transfers. The administrator will process only
those purchases for which it has received good funds. If your check is returned
or an electronic debit from your bank account fails due to insufficient funds,
the administrator will not process your request until it receives good funds
covering your purchase.
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Pricing. The price of ADSs purchased pursuant to the Plan will be
calculated differently depending upon whether the transactions are executed
directly with Novartis, in the open market or in negotiated transactions.
o Open Market or Negotiated Transactions. The price of ADSs purchased in
the open market or in negotiated transactions will be the weighted
average price per ADS of all ADSs purchased for the Plan on the date
of the purchase.
o Transactions with Novartis. The price of newly issued ADSs,
representing ordinary shares purchased by the administrator from
Novartis and deposited with a custodian bank, will be the average of
the high and the low sale prices of ADSs (as published in the Wall
Street Journal reports of the New York Stock Exchange Composite
Transactions) on the date of the purchase, or if the New York Stock
Exchange is closed on that date, on the next day that the New York
Stock Exchange is open.
Neither the administrator nor you will be able to purchase ADSs at a
specific date or time or at a specific price. It is up to the independent
broker-dealer used by the Plan to determine when and at what prices ADSs will
be bought. You will bear any risk associated with fluctuations in the market
price of ADSs while investment funds are held pending investment. No interest
will be paid on your funds pending investment.
Source of ADSs. The administrator will purchase ADSs on the New York
Stock Exchange, in the over-the-counter market or in privately negotiated
transactions twice a week, subject to any waiting periods required under the
applicable securities laws or stock exchange regulations.
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The administrator may also purchase ordinary shares directly from Novartis and
deposit such ordinary shares with a custodian bank and issue an equivalent
number of ADSs. Novartis will use the proceeds it receives, if any, from the
sale of such newly issued ADSs, representing ordinary shares purchased
directly from Novartis, for general corporate purposes.
Novartis determines the source of ADSs used to fulfill Plan requirements.
Subject to certain regulatory restrictions on the frequency with which
Novartis can change its determination, Novartis may change its determination
on the source of ADSs from time to time without giving you notice. Novartis
expects that, generally, Plan purchases will be effected in open market
transactions.
Share Deposit Management and Safekeeping
"Book-Entry" Account. If not otherwise instructed, the ADSs in the Plan
will be held for you by the administrator in a book-entry account. ADS
ownership in book-entry form means that, while you will have full ownership of
the ADSs that you have invested pursuant to the Plan, you will not receive a
paper stock certificate. Book-entry accounts eliminate the risk and expense of
replacing lost or stolen American Depositary Receipts ("ADRs"), assure that
your ADSs are always available should you need to deliver them for transfer
and avoid your costs in maintaining a safe deposit box or other place to store
your ADRs.
American Depositary Receipts. An ADR is a paper stock certificate that
represents ADSs. If you prefer to hold your ADSs in certificated form, you may
request an ADR. You can obtain ADRs for any whole ADSs in your Plan account at
any time by contacting the administrator in writing, by mail or through the
administrator's website, or by telephone. The administrator will mail you
ADR(s) for the requested number of whole ADSs within 30 calendar days of the
administrator's receipt of your request.
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ADRs will be issued in the name(s) in which the Plan account is
registered, unless you instruct the administrator otherwise. If an ADR is to
be issued in a name other than your Plan account registration, the
administrator will require a signature guarantee.
ADR Safekeeping. If you hold ADRs representing ADSs, whether or not such
ADSs were acquired under the Plan, you have the option of depositing your
existing ADRs for safekeeping in your Plan account by sending your ADRs by
registered mail, return receipt requested, to the administrator with written
instructions to deposit them in your Plan account in book-entry form. Do not
endorse the ADRs or complete the assignment section of the ADR. Novartis
recommends that you send your ADRs by registered mail, return receipt
requested, and insure them for 2% of the market value of the underlying ADSs
or a minimum of $20. To ensure against loss resulting from mailing your ADRs,
the administrator provides mail insurance free of charge for ADRs valued at up
to $25,000 when you send them by certified mail and request a return receipt.
Tracking Your Investments and
Account Statements
Transaction Statements. Each time that you purchase, reinvest dividends,
sell, transfer or withdraw ADSs through the Plan, you will receive a statement
from the administrator confirming your transaction. Each statement will
include a transaction request form that will help you make additional
investments, sales, transfers or withdrawals. You can also obtain transaction
request forms at any time from the administrator. You may request duplicate
transaction statements, at no cost to you, at any time, by contacting the
administrator.
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Annual Statements. You will receive annual statements reflecting your
account balance and all transactions relating to your Plan account, including
reinvestment of dividends. You may request duplicate annual statements, at no
cost to you, at any time by contacting the administrator.
Shareholder Rights and Privileges
As a plan participant, you enjoy all the rights and privileges associated
with the ownership of ADSs. You will receive all shareholder communications,
including annual reports and proxy statements. You will be given the
opportunity to vote the ADSs that you hold pursuant to the Plan; however,
fractional ADSs cannot be voted.
Dividend Reinvestment
If you do not elect otherwise, all cash dividends declared on ADSs that
are enrolled in the Plan will be automatically reinvested in additional ADSs.
The administrator will credit your Plan account with the purchased ADSs,
including any fractional ADSs, within 30 calendar days of the dividend payment
date.
If, however, you wish to change your dividend reinvestment election, you
have to instruct the administrator by mail, internet or telephone to reinvest
the cash dividends on all, a portion of or none of your ADSs that are held in
the Plan. Your instructions will be effective commencing from the following
dividend payment date if received two business days before the applicable
dividend record date. The dividend record date will normally be about four to
six weeks prior to the dividend payment date.
The payment of dividends is at the discretion of the board of directors
of Novartis. The board of directors of Novartis may change the amount and
timing of dividends at any time without notice.
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ADS Splits, Split of Ordinary Shares and
Other Distributions
If Novartis declares a split of its ADSs, your account under the Plan
will be credited with the appropriate number of additional ADSs on the
effective date of the split. If Novartis declares a split of its ordinary
shares, your existing ADSs will represent the appropriate number of additional
ordinary shares distributed pursuant to the share split.
In the event that Novartis offers any share subscription or other rights
to holders of its ordinary shares, to the extent that such rights are made
available to holders of ADSs, the administrator will make them available to
you with respect to the whole number of ADSs that you hold pursuant to the
Plan. To the extent that such rights are not made available to holders of
ADSs, they will be sold for the benefit of such holders, and the administrator
will allocate your share of the proceeds of such sale to your account in form
of additional purchased ADSs.
Change of Name or Address
Please notify the administrator immediately of any change in your name or
address.
Sales of ADSs
Sale Requests. As a participant, you can arrange with the administrator
to sell all or a portion of the ADSs in your Plan account on days that the
trading market for ADSs is open. Sale requests received by the administrator
by 12:00 p.m., Eastern Standard Time, will be processed on the same day. You
may only sell whole ADSs held in your Plan account. Fractional ADSs will be
cashed out only upon termination of your plan account. The administrator
cannot accept requests to sell your ADSs on a specific time or at a
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specific price. The administrator will deduct a $15 transaction fee and a
brokerage commission of $0.12 per ADS from the sale proceeds and will forward a
check for the remaining balance to you within 15 business days after it receives
your sale request. You will not be required to pay any other fees or charges for
selling your ADSs.
Written Sale Requests. You may sell any number of ADSs held in your Plan
account by mailing a completed transaction request form to the administrator.
Sales requests in excess of $10,000 per day must be in writing and will
require a signature guarantee.
Sale Requests by Telephone. You may sell a maximum of $10,000 worth of
ADSs by telephone in a single day by contacting the administrator at
1-877-816-5333.
Sale Requests through the Internet. You may sell a maximum of $10,000
worth of ADSs in a single day online through the administrator's website at
www.adr.com/shareholder.
Pricing. The price of ADSs sold in the open market and in negotiated
transactions will be the weighted average price per ADS of all ADSs sold for
the Plan on the date of the sale. Neither the administrator nor you will be
able to sell ADSs at a specified time or price. It is up to the independent
broker-dealer used by the Plan to determine when and at what prices ADSs will
be sold. You will bear any risk associated with fluctuations in the market
price of ADSs while ADSs are held pending divestment.
Transfers of ADSs
You may instruct the administrator to transfer any whole number of ADSs
to the account of another person or to your own brokerage account outside or
within the Plan by completing a transaction request form and any other
documentation required by the administrator and mailing such forms
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and documents to the administrator. All transfers must be in writing and will
require a signature guarantee. Unless you are terminating your own
participation in the Plan, you may only transfer whole ADSs.
Termination of Your Account
Voluntary Withdrawal by Participant. You may terminate your participation
by telephone, through the internet or by completing a transaction request form
that you may obtain from the administrator. Your termination request generally
will be processed on the day that it is received by the administrator or on
the next business day.
Unless you instruct otherwise, upon termination of your account, the
administrator will issue you an ADR representing all the whole ADSs in your
account. The administrator will liquidate any fractional ADSs in your account
based on the sale price of ADSs on the date of liquidation, and will send you
a check for the cash value of fractional ADSs. You will not be charged any
fees for the issuance of the ADR or liquidation of your fractional ADSs.
When terminating your account, you may also request that all or part of
the ADSs in your account be sold. Please refer to the section of this
prospectus entitled "Sales of ADSs." ADSs sold in connection with terminating
your account (including any fractional ADS) will be priced as discussed above
in the section called "Sales of ADSs - Pricing."
Dividends payable on ADSs that are held by you after terminating your
account will not be reinvested, but will be sent directly to you.
Termination by the Administrator. If you maintain less than ten ADSs in
your account under the Plan and such ADSs in your account are worth less than
$500, the administrator may notify you that it will terminate your account if
you do not invest enough additional funds to have ten ADSs or ADSs worth at
least $500 in your account.
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If you do not make such investments within two months of receiving such a
notice, the administrator may then terminate your account. In the event of
such termination, the administrator will issue you an ADR representing all the
whole ADSs in your account. The administrator will liquidate any fractional
ADSs in your account based on the sale price of ADSs on the date of
liquidation, and will send you a check for the cash value of fractional ADSs.
You will not be charged any fees for the issuance of the ADR or liquidation of
your fractional ADSs.
U.S. Federal Income Tax Considerations
The information set forth below summarizes certain U.S. federal income
tax consequences of participation in the Plan. The information is not intended
to be a complete description of all such consequences, and it does not discuss
any state, local, Swiss withholding or other non-U.S. tax considerations that
may be relevant to participation in the Plan. The description of U.S. federal
income tax considerations may be affected by future legislation, IRS rulings
and regulations and/or court decisions (possibly on a retroactive basis). For
these reasons, participants should consult their own tax advisors with respect
to the U.S. federal, state, local, Swiss withholding and other income tax
consequences of participation in the Plan. The following discussion applies
only to investors that are U.S. persons and that will hold ADSs as capital
assets.
In general, all your dividends, whether paid to you in cash or reinvested, are
considered taxable income to you at the time the dividends are received or
reinvested. In addition, brokerage commissions on purchases of ADSs purchased
through the Plan, which will be paid by Novartis on your behalf, will be
14
treated as distributions subject to U.S. federal income tax in the same manner
as cash dividends. Shortly after the end of the year, the total amount of
dividends and other distributions will be reported to you and to the Internal
Revenue Service (the "IRS") on Form 1099-DIV.
Under this general rule, the cost basis for U.S. federal income tax
purposes of ADSs purchased through the Plan with reinvested dividends or cash
investments is the price at which the ADSs are credited to your Plan account
(see "Additional Investments in ADSs - Pricing"), increased by the amount of
the brokerage commissions, if any, with respect to such ADSs paid by Novartis
on your behalf.
Generally, you will not realize gain or loss for U.S. federal income tax
purposes upon the purchase and deposit of the ADSs in your Plan account, or
the receipt of ADRs for ADSs held in your Plan account. However, you generally
will realize gain or loss, upon the sale by the administrator of whole ADSs
held in your account (the Plan precludes a sale of fractional ADSs) or upon
the sale of ADRs by yourself in the open market. The amount of realized gain
or loss, if any, is based on the difference between the amount you receive for
the ADSs and your cost basis in the ADSs. Shortly after the close of the year,
you will receive a Form 1099-B reflecting the proceeds from the sale of any
ADSs executed by the administrator.
The above rules may not be applicable to certain participants, such as
tax-exempt entities. These participants should consult their own tax advisors.
In general, information reporting requirements will apply to dividends or
sale proceeds in respect of the ADSs paid within the United States, other than
to certain exempt recipients, including corporations. In addition, you may,
under
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certain circumstances, be subject to "backup withholding" with respect to
dividends paid on the ADSs or the proceeds of any sale of the ADSs, unless you
(i) are a corporation or fall within certain other exempt categories, or (ii)
provide a correct taxpayer identification number ("TIN"), certify that you are
not subject to backup withholding and otherwise comply with applicable
requirements of the backup withholding rules.
Any amount withheld under the backup withholding rules generally will be
creditable against your U.S. federal income tax liability; provided that you
furnish the required information to the IRS in a timely manner. If you do not
provide a correct TIN, you may be subject to penalties imposed by the IRS.
Please retain your account statements to establish the cost basis of ADSs
purchased under the Plan for income tax and other purposes.
Miscellaneous
Changes to the Plan
Novartis reserves the right to suspend, modify or terminate the Plan, at
any time, in whole or in part, with respect to participants in certain
jurisdictions or your interest in the Plan, to the extent that Novartis deems
it advisable or to the extent necessary in its discretion to comply with
applicable laws. You will receive prior notice of any such suspension,
modification or termination. Novartis also reserves the right to change any
administrative procedures of the Plan. Novartis may change the fees and
expense structure of the Plan at any time and from time to time upon 30
calendar days' prior notice to you.
If the Plan or your interest in the Plan is terminated, the administrator
will issue you an ADR representing all the whole ADSs in your account.
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The administrator will liquidate any fractional ADSs in your account based on
the sale price of ADSs on the date of liquidation. You may also request that
the administrator transfer the ADSs in your account under the Plan to your
brokerage account. You will not be charged any fees for the issuance of the
ADR or liquidation of your fractional ADSs.
Limitation of Liabilities
None of Novartis, its subsidiaries, the administrator or the independent
broker-dealer can assure you of a profit or protect you against loss on the
ADSs that you purchase or sell under the Plan. They will not be liable for any
act done in good faith, or for any failure to act, as long as they have made
food faith efforts to carry out the terms of the Plan, as described in this
prospectus and on the forms that are designed to accompany each investment or
activity. This includes, without limitation, any claims of liability:
o for the prices at which purchases or sales of ADSs are made as
reflected in your Plan account, or the dates of the purchases or sales
of your ADSs enrolled in the Plan; or
o for any fluctuation in the market value of your ADSs after they are
purchased or sold; or
o for failure to terminate your Plan account upon your death prior to
receiving written notice of such death.
Validity of Ordinary Shares
The validity of the ordinary shares of Novartis underlying the ADSs to be
offered pursuant to the Plan has been passed upon for Novartis by Bar &
Karrer.
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Experts
The consolidated financial statements incorporated in this prospectus by
reference to Novartis AG's annual report on Form 20-F for the year ended
December 31, 2003 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers AG, independent accountants, given on the authority of
the said firm as experts in auditing and accounting.
Additional Information About Novartis
Novartis files annual and special reports and other information with the
Securities and Exchange Commission (the "SEC"). You may read and copy any
reports, statements or other information that Novartis files at the SEC's
Public Reference Room at 450 Fifth Street, N. W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information about the Public
Reference Room. Novartis's filings with the SEC are also available to the
public from commercial document retrieval services and at the internet website
maintained by the SEC at www.sec.gov. Certain of these documents are also
available at Novartis website at www.us.novartis.com/investor.
This prospectus is part of a registration statement on Form F-3 that
Novartis filed with the SEC to register the securities offered under the Plan.
As allowed by SEC rules, this prospectus does not contain all information that
you can find in such registration statement or the exhibits to the
registration statement. The SEC permits Novartis to "incorporate by reference"
the information contained in our filed or submitted documents, which means
that Novartis can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be
part of this prospectus.
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The following documents filed or submitted by Novartis AG with the SEC
are incorporated by reference in this prospectus:
2. Annual Report on Form 20-F for the year ended December 31, 2003.
3. The section entitled "Part II - Item 14. Description of Securities to
be Registered - American Depositary Receipts" included in the
registration statement on Form 20-F/A (File No. I-15024), as filed
with the SEC on May 9, 2000.
4. Current Report on Form 6-K filed with the Securities and Exchange
Commission on April 22, 2004 and June 3, 2004 (containing the Amended
and Restated Articles of Incorporation of Novartis AG).
All documents filed by Novartis with the SEC pursuant to Section 13(a),
13(c) or 14 of the Securities Exchange Act of 1934 and, to the extent, if any,
designated therein, certain reports on Form 6-K furnished by Novartis after
the date of this prospectus and until the Plan is terminated, shall be deemed
to be incorporated by reference in this prospectus and shall be considered
part of this prospectus from the date of filing or submission of such
documents with the SEC.
Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this prospectus to the extent that a statement contained herein or
in any other subsequently filed document that also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
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Upon your request, the administrator will provide at no cost to you a
copy of any or all of the documents incorporated by reference in this document
(other than exhibits to such documents, unless the exhibits are specifically
incorporated by reference in such documents). You may do so by calling the
toll-free number: 1-877-816-5333.
Administration
The Plan is administered by JPMorgan Chase Bank. The administrator keeps
records, sends statements and performs other duties relating to the Plan.
Novartis may replace the administrator, and the administrator may resign, at
any time, in which case, Novartis would designate a new administrator.
Purchases and sales of ADSs under the Plan will be made by an independent
broker-dealer that is not affiliated with Novartis or any of its subsidiaries.
The administrator may replace the independent broker-dealer and the
independent broker-dealer may resign, at any time, in which case, the
administrator would designate a new independent brokerdealer.
For further inquiries, please contact the administrator at:
Novartis ADS Direct Plan
c/o JPMorgan Chase Bank
P.O. Box 43013
Providence, RI 02940-3013
or by telephone at 1-877-816-5333 on each business day, from 8:30 a.m. to
5:00 p.m., Eastern Standard Time. An automated voice response system is also
available 24 hours a day, seven days a week.
You may also contact the administrator through the website of JPMorgan
Chase Bank at www.adr.com/shareholder.
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