Novartis shareholders approve all resolutions proposed by the Board of Directors at the Annual General Meeting

  • Shareholders approve 24th consecutive dividend increase to CHF 3.00 (+1.7%) per share for 2020; representing a 3.8% yield1 and approximately 63% payout of free cash flow
  • Shareholders confirm Dr. Joerg Reinhardt as Chairman of the Board of Directors as well as all other members who stood for re-election
  • Shareholders approve all other proposals of the Board of Directors, including the 2020 Compensation Report in an advisory vote, as well as the future Board and Executive Committee compensation in separate binding votes

Basel, March 2, 2021 - Novartis shareholders today agreed to the Board of Directors’ recommendations for all proposed resolutions at the Group’s Annual General Meeting (AGM). In accordance with the Swiss COVID-19 Ordinance 3, the 2021 AGM was held without shareholders being physically present. Accordingly, shareholders exercised their shareholder rights via the Independent Proxy and could follow the AGM via a live webcast. In addition, shareholders had the opportunity to send their questions to the Board of Directors electronically in advance, with the most important questions being answered by the Chairman and the CEO during the AGM.

Shareholders approved the 24th consecutive dividend increase since the creation of Novartis in 1996, with an increase of 1.7% to CHF 3.00 per share. Payment for the 2020 dividend will be made as of March 8, 2021. The dividend for 2020 is an approximately 63% payout of free cash flow and results in a dividend yield of 3.8%1.

Annual re-election of Members of the Board
Shareholders re-elected Dr. Joerg Reinhardt as Chairman of the Board of Directors, and all members of the Board who stood for re-election, for one year.

In addition, shareholders re-elected the following members of the Board of Directors to the Compensation Committee for one year: Patrice Bula, Bridgette Heller, Enrico Vanni and William T. Winters. Shareholders also elected Simon Moroney as a new member of the Compensation Committee for one year. The Board of Directors intends to designate Simon Moroney as Chairman of the Compensation Committee.

Share cancellation
In line with the Board of Director’s recommendation, the shareholders also approved the cancellation of 32 640 000 shares repurchased under the eighth share repurchase program in 2020 and the reduction of the share capital accordingly by CHF 16 320 000, from CHF 1 233 530 460 to CHF 1 217 210 460.

Further share repurchases
The shareholders authorized the Board of Directors to repurchase shares as deemed appropriate from time to time up to a maximum of CHF 10 billion between the AGM 2021 and the AGM 2024. Any shares repurchased under this authority are to be cancelled and the corresponding share capital reductions will then be submitted to the shareholders for approval.

Votes on Compensation for the members of the Board of Directors and the Executive Committee
In two separate binding votes, shareholders approved the total maximum aggregate amount of compensation for the Board of Directors, covering the period from the 2021 AGM to the 2022 AGM, and the total maximum aggregate amount of compensation for the Executive Committee for the financial year 2022. Shareholders also endorsed the 2020 Compensation Report in an advisory vote.

Term limit for members of the Board of Directors
The shareholders approved an amendment to the Articles of Incorporation that, for future re-elections, replaces the current age limit with a term limit, according to which a member shall not serve on the Board for more than 12 years. The Board of Directors may recommend to shareholders exceptions under certain circumstances and if deemed to be in the best interests of the company.

For a detailed listing of all resolutions at the 2021 Annual General Meeting, please visit:  https://www.novartis.com/agm


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