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PROPOSED SPIN-OFF OF ALCON | A
Proposed Spin-off of Alcon

Shareholder Information Brochure
General Meeting of Shareholders of Novartis AG
February 28, 2019
Brochure dated as of January 30, 2019
B | PROPOSED SPIN-OFF OF ALCON
Important Information
This information brochure has been prepared exclusively for the We urge future holders of Alcon Shares to read the Form 20-F on
shareholders of Novartis AG and holders of Novartis American file with the SEC or the SIX listing prospectus, once available, and
Depositary Receipts (“ADRs”) in connection with the spin-off of Alcon familiarize themselves with the entire content, including the risk factors.
proposed to the annual general meeting of Novartis shareholders to
be held on February 28, 2019 (the “General Meeting”). The information set out herein and in any related materials is subject
to updating, completion, revision, verification and/or amendment.
This brochure is not an offer to sell or a solicitation of offers to Neither Novartis AG nor Alcon Inc. nor any of their affiliates or their
purchase or subscribe for shares in Novartis AG or Alcon Inc. nor respective bodies, executives, employees and advisers are under any
shall it or any part of it nor the fact of its distribution form the basis obligation to update or keep current the information contained in this
of, or be relied on in connection with, any contract therefor. This brochure or to correct any inaccuracies except to the extent it would
brochure does not constitute a listing prospectus as defined in the be required under applicable law or regulation.
listing rules of the SIX Swiss Exchange, an issue prospectus as
defined in the Swiss Code of Obligations or a prospectus under the This brochure contains forward-looking statements which express
securities laws and regulations of the U.S. or any other applicable intentions, estimates, expectations and forecasts relating to future
laws. This brochure does not constitute a recommendation with financial, operational and other developments and results. Such
respect to the shares of Novartis AG or Alcon Inc. statements and the underlying assumptions are subject to a variety
of risks, uncertainties and other factors which could mean that the
Certain risks may be applicable to the spin-off and to the shares actual developments may significantly differ therefrom. Shareholders
in Alcon Inc. (the “Alcon Shares”) once they are traded. You are should further note that even if the General Meeting approves the
advised to familiarize yourself with the entire content of this brochure resolutions required to carry out the spin-off, the spin-off may not
and the material it refers to. This brochure is only a summary of be completed, in full or in part, or may be delayed. In view of these
certain provisions related to the spin-off and does not purport to be uncertainties, readers of this brochure are cautioned not to place
complete. In voting whether to approve the spin-off, you must rely on undue reliance on such forward-looking statements. Further, it should
your own review of Alcon and the contemplated spin-off, including be noted that any market data and valuations, as well as past trends
the merits and risks involved. If you are in any doubt as to the action and performances, described in this brochure are no guarantee for
you should take, you should seek your own financial, legal and tax the future development, performance or value of Novartis AG or
advice immediately from your custodian, investment adviser, legal Alcon Inc.
adviser or tax adviser.
The distribution of this brochure, the delivery of Alcon Shares and the
The necessary information required for the registration of Alcon Shares payment of cash in lieu of fractional shares in connection therewith
with the U.S. Securities and Exchange Commission (“SEC”) and for may be restricted by law in certain jurisdictions outside Switzerland
the listing of the Alcon Shares on the SIX Swiss Exchange and on the and the U.S. Persons who may come into possession of this brochure
New York Stock Exchange will be contained in a separate SIX listing are required to inform themselves about and to observe such
prospectus for the Alcon Shares and a separate Form 20-F, on file restrictions.
with the SEC, respectively (see “Further Information”, p. 29).
PROPOSED SPIN-OFF OF ALCON | 1
Contents
Letter from the Chairman of Novartis 2
Letter from the Chairman Designate of Alcon 3
Overview of Proposed Transaction 4
Summary 4
Eligibility to Receive Alcon Shares 4
Distribution Ratio and Fractions 4
Indicative Timeline 5
Description of Alcon Following the
Proposed Transaction 6
Overview 6
Markets Alcon Operates In 8
History of Alcon 9
Certain Key Financial Information 10
Overview of the Organizational Structure of Alcon 11
Future Board of Directors 11
Future Executive Committee 13
Domicile and Location of Headquarters 14
Overview of Shareholders’ Rights 15
Brief Summary of Certain Key Provisions in the
Articles of Incorporation 15
Corporate Calendar 15
Listing and Trading of Alcon Shares 15
Description of the Proposed
Transaction 16
Rationale for the Spin-off 16
Required Steps for the Proposed Transaction 17
Key Terms of the Separation and Distribution Agreement 17
Proposal of the Board of Directors
to the General Meeting 18
Procedure to Receive Alcon Shares 20
Overview of the Tax Treatment for Novartis
Shareholders and ADR Holders 22
Switzerland 23
United States 24
Certain Financial Information 25
Q&A 26
Further Information 29
Appendix for ADR Holders 30
2 | PROPOSED SPIN-OFF OF ALCON
Letter from
the Chairman
Joerg Reinhardt
of Novartis
Dear Novartis Shareholder,
On June 29, 2018, we announced plans to separate our Alcon business from the rest of
Novartis by means of a spin-off of a newly formed company named Alcon Inc., which
will contain our eye care devices business, consisting of our surgical and vision care
businesses. Novartis will remain focused on building a leading medicines company,
including the Innovative Medicines and Sandoz businesses.
As two distinct publicly traded companies, we believe Novartis and Alcon will be better
positioned to capitalize on significant growth opportunities and focus resources on their
respective businesses and strategic priorities.
We believe the separation would provide tremendous opportunities for our businesses
and our shareholders, as we work to continue building long-term shareholder value.
This spin-off will take place if the majority of votes represented in our upcoming General
Meeting of February 28, 2019 approve the proposed transaction (provided that all
conditions for the spin-off are met). This shareholder brochure will give you an overview of
the key factors you should consider when voting on agenda item 6 (“Special Distribution by
Way of a Dividend in Kind to Effect the Spin-off of Alcon Inc.”) in this meeting. This document
also explains where more detailed information on the spin-off and on Alcon can be found.
The Novartis Board of Directors has unanimously decided to recommend that you
approve this transaction.
Yours sincerely
Joerg Reinhardt
Chairman of the Board of Directors of Novartis
Letter from
the Chairman
Mike Ball
Designate of Alcon
Dear future Alcon Shareholder,
I hope to welcome you soon as a shareholder of Alcon. If the spin-off takes place,
we will be the leading global eye care devices company with a substantial worldwide
customer base and a suite of industry-leading products.
Alcon will be the largest eye care devices company in the world. We operate in the
ophthalmic surgical and vision care markets, which are large, dynamic and growing.
We are dedicated to providing innovative products that enhance quality of life by
helping people see better. We have a strong foundation based on our trusted brand,
a legacy of industry firsts and advancements, leading positions in the markets in which
we operate and a continued commitment to substantial investment in innovation.
As an independent publicly traded company, we intend to use our deep eye care
expertise to drive long term sustainable growth. Together with the future Board of
Directors and Executive Committee of Alcon, we invite you as Novartis shareholders to
vote in favor of the motion proposed by the Novartis Board of Directors in the upcoming
General Meeting.
In connection with the distribution of our shares by Novartis, we intend to list our
shares on the SIX Swiss Exchange and the New York Stock Exchange under the
symbol “ALC”.
We look forward to your support as a future Alcon shareholder.
Yours sincerely
Mike Ball
Chairman Designate of Alcon
ALCON SPIN-OFF
TRANSACTION
All necessary steps to implement
the Alcon Spin-off from Novartis
INTERNAL TRANSACTIONS
The complete legal and structural
separation of the Alcon business
into a standalone company
SPIN-OFF DISTRIBUTION
The Spin-off will be effected by
way of a distribution of a dividend
in kind of Alcon Shares to Novartis
shareholders and ADR holders
Overview of Proposed
Transaction
Summary they hold or have acquired and do not sell or otherwise
dispose of prior to the close of business on the
On June 29, 2018, Novartis announced its intention to cum-dividend date (Cum Date, as defined on p. 5).
seek shareholder approval for the spin-off of the Alcon
business into a separately traded standalone company You will not be required to make any payment,
(the “Spin-off” and, together with all necessary steps surrender or exchange your Novartis shares or ADRs
to implement the Spin-off, the “Transaction”), following or take any other action to receive your Alcon Shares
the complete legal and structural separation of the in the Spin-off, except as otherwise described below
Alcon business into a standalone company (the with respect to holders of Novartis physical share
“Internal Transactions”). The Spin-off will be effected certificates (Heimverwahrer), see “Procedure to
by way of a distribution of a dividend in kind of Alcon Receive Alcon Shares – Holders of Novartis physical
Shares to Novartis shareholders and ADR holders share certificates (Heimverwahrer)”, p. 20.
(the “Spin-off Distribution”).
Novartis will distribute the Alcon Shares to its

shareholders and ADR holders on a pro rata basis. Distribution Ratio and Fractions
As a consequence of the Spin-off, Alcon will become Provided that the Spin-off Distribution is approved at
an independent, publicly traded company on the General Meeting and the conditions precedent for
the SIX Swiss Exchange and the New York Stock it are met, you will receive, for every:
Exchange.
5 Novartis shares: 1 Alcon Share
5 Novartis ADRs: 1 Alcon Share
Eligibility to Receive Alcon Shares Alcon Shares will be able to be traded and transferred
across applicable borders without the need for
Provided that the Spin-off Distribution is approved at conversion, with identical shares to be traded on the
the General Meeting and the conditions precedent SIX Swiss Exchange in CHF and on the New York
for it are met (see p. 19 for more information), each Stock Exchange in USD.
Novartis shareholder or ADR holder will receive Alcon
Shares with respect to all Novartis shares or ADRs that
Indicative Timeline
Novartis shareholders and ADR holders will not The Novartis Board of Directors expects that the
receive fractional Alcon Shares and will instead Spin-off will occur in the first half of 2019. The final
receive cash upon the sale of the aggregated dates are, among other things, dependent on U.S.
fractional shares in lieu of any fractional shares that Securities and Exchange Commission and stock
they would have received after application of the exchange approvals and could be materially delayed
distribution ratio. Regarding the treatment of fractions, or not occur at all. Novartis will provide updates as
see “Procedure to Receive Alcon Shares – Treatment additional information becomes available.
of Fractions”, p. 21.
At the earliest, the proposed Transaction could be
Holders of Novartis physical share certificates completed according to the following timeline, which is
(Heimverwahrer) who do not timely provide the generally applicable for Novartis shareholders holding
necessary details to receive Alcon Shares will instead their shares in book-entry form. For details regarding
receive cash upon the sale of the respective Alcon the timeline for holders of Novartis physical share
Shares, see “Procedure to Receive Alcon Shares – certificates (Heimverwahrer), please refer to “Procedure
Holders of Novartis physical share certificates to Receive Alcon Shares – Holders of Novartis physical
(Heimverwahrer)”, p. 20. share certificates (Heimverwahrer)”, p. 20.
INDICATIVE TIMELINE FOR A POTENTIAL APRIL SPIN 1

Given current uncertainties, such as the impact of the U.S. government shutdown and Brexit, the illustrative spin date below is represented by “April x”
Expected Date Event
February 28, 2019 General Meeting
April x -1, 2019 close of Cum-dividend date (last day of trading Novartis shares including the right to receive
business Alcon Shares; the “Cum Date”)
April x, 2019 Ex-dividend date (first day of trading Novartis shares excluding the right to receive
Alcon Shares; the “Ex Date”)
Listing and first day of trading of Alcon Shares on SIX Swiss Exchange (9.00 am CET)
and New York Stock Exchange (9.30 am EST)
April x, 2019 or shortly after 2 Credit of Alcon Shares to Novartis shareholders by their bank or broker
Approximately 2 weeks after Distribution of net cash proceeds for fractions of Alcon Shares3
April x, 2019
1 I ndicative only; earliest possible timeline. Novartis will provide updates as 2 Shareholders should contact their bank, broker or other nominee for further
additional information becomes available. For details regarding the indicative information about their account and when they will be able to begin trading
timeline for Novartis physical shareholders (Heimverwahrer), please refer their Alcon Shares.
to “Procedure to Receive Alcon Shares – Holders of Novartis physical share 3 For details regarding the aggregation and sale of fractional shares, please refer
certificates (Heimverwahrer)”, p. 20. to “Procedure to Receive Alcon Shares – Treatment of Fractions”, p. 21.
Novartis ADR holders (holding their ADRs either in this information brochure. The first day of trading of
street accounts or as registered holders) should Alcon Shares on the SIX Swiss Exchange and New
review the separate information about the timeline York Stock Exchange will be the same.
applicable to them included in the ADR appendix to
ISIN, TICKER SYMBOL, SECURITY NUMBER OF NOVARTIS SHARES AND ALCON SHARES
Title ISIN Ticker Symbol Security Number (Valor)
Novartis
Shares (listed on SIX) CH0012005267 NOVN 1 200 526
ADRs (listed on NYSE) US66987V1098 NVS n/a
Alcon
Shares (to be listed on SIX and NYSE) CH0432492467 ALC 43 249 246 (SIX)
SOME FACTS ABOUT ALCON 1
6.8 billion
USD in sales, based on which Alcon is
the largest eye care devices company
in the world
No. 1
global player by market share in surgical
No. 2
global player by market share in
vision care
For the year ended December 31, 2017

1
Description of Alcon
Following the Proposed
Transaction
The following provides a general description of Alcon as it is
expected to be constituted as a standalone company following
the proposed transaction.
Overview
Alcon researches, develops, manufactures, distributes Alcon is the largest eye care devices company in the
and sells a full suite of eye care products within two world, with USD 6.8 billion in sales during the year ended
key businesses: surgical and vision care. The surgical December 31, 2017. Based on its sales for this period,
business is focused on ophthalmic products for Alcon is the number one company globally in ophthalmic
cataract surgery, vitreoretinal surgery, refractive laser surgical devices and the number two company globally
surgery and glaucoma surgery. Its broad surgical in vision care. The leadership position of Alcon in many
portfolio includes implantables, consumables and product categories supports its ability to launch new
surgical equipment required for these procedures and innovative products, and to expand its reach to
and supports the end-to-end needs of the ophthalmic customers in new geographic areas worldwide.
surgeon. The vision care business comprises daily
disposable, reusable, and color-enhancing contact The Alcon surgical business had approximately
lenses and a comprehensive portfolio of ocular USD 3.7 billion in sales during the year ended
health products, including products for dry eye, December 31, 2017. Key Alcon surgical equipment
contact lens care and ocular allergies, as well as offerings include the Centurion vision system for
ocular vitamins and redness relievers. Alongside its phacoemulsification and cataract removal, the
world-class products, Alcon provides best-in-class Constellation vision system for vitreoretinal surgery
service, training, education and technical support and the WaveLight refractive lasers used in LASIK
for customers in both its surgical and vision care and other laser-based vision correction procedures,
businesses. including topography guided procedures marketed
under the Contoura brand.
Key brands in the Alcon implantables portfolio Alcon has 18 state-of-the-art manufacturing facilities
include the AcrySof family of intraocular lenses that employ proprietary Alcon manufacturing
(IOLs), with offerings from monofocal IOLs for basic technologies and know-how. The products of the
cataract surgery to advanced technology IOLs for surgical business are manufactured at facilities
the correction of presbyopia and astigmatism at the located in the U.S., Belgium, Switzerland, Ireland,
time of cataract surgery. Alongside its implantable Germany and Israel. The products of the vision care
business, Alcon sells a broad line of consumable business are manufactured at facilities located in the
products that support ophthalmic surgical procedures, U.S., Germany, Singapore, Malaysia and Indonesia.
such as viscoelastic products, surgical solutions,
incisional instruments and dedicated consumables,
including fluidics cassettes and patient interfaces,
which work with Alcon equipment.
STRATEGY OF ALCON
The Alcon vision care business had approximately
USD 3.1 billion in sales during the year ended In order to generate sustainable and profitable growth
December 31, 2017. Alcon has a broad portfolio the Alcon strategy is built on five key pillars:
of daily disposable, reusable and color-enhancing
contact lenses, including DAILIES and Air Optix. Key
brands in the Alcon ocular health portfolio include the
Systane family of artificial tear and related dry eye
products, as well as the Opti-Free and Clear Care lines
1 Maximize the potential of the near-term
portfolio by growing key products
of multi-purpose and hydrogen peroxide disinfecting

solutions, respectively. 2 Accelerate innovation and deliver the next
wave of technologies
The broad range of Alcon products represents one

of the most complete portfolios in the eye care
devices industry, with high-quality and technologically
advanced products across all major product
3 Capture opportunities to expand markets
and pursue adjacencies
categories in the ophthalmic surgical and vision

care markets. With over 70 years of history in the
ophthalmic industry, Novartis believes that the Alcon
4 Support new business models to expand
the customer experience
brand name is synonymous with innovation, quality,
5
Leverage the existing infrastructure to
service and leadership among eye care professionals improve operating efficiencies and margin
worldwide. profile over time
Alcon employs over 20 000 employees from more

than 90 nationalities, operating in over 74 countries
and serving consumers and patients in over 140
countries. Alcon has also made one of the largest
commitments to research and development of any
surgical and vision care company, with over 1 200
associates worldwide researching and developing
treatments for vision conditions and eye diseases, and
has sought innovation from both internal and external
sources. In addition to its in-house R&D capabilities,
Alcon also considers external innovation opportunities
and routinely screens for companies developing
emerging technologies that Alcon believes could
enhance its existing product offerings or develop into
innovative new products.
Markets Alcon Operates In

Alcon operates in the global ophthalmic surgical and it operates was approximately USD 23 billion for the
vision care markets, which are large, dynamic and year ended December 31, 2017 and is projected to grow
growing. As the world population grows and ages, at approximately 4% per year over the next five years.
the need for quality eye care is expanding and
evolving. Although it is estimated that 80% of all visual Below is a brief description of the ocular disorders
impairments are currently preventable, treatable or relevant for the markets in which Alcon operates,
curable, Alcon operates in markets that have sub as well as a diagram showing where in the eye the
stantial unmet medical and consumer needs. Alcon disorders occur and the placement of certain medical
estimates that the size of the eye care markets in which devices to treat ocular disorders:
PARTS OF THE EYE AND OCULAR DISORDERS RESULTS IN
1 C
ornea / Refractive errors, Light coming through the Blurred or impaired
Front of Eye such as myopia, eye does not focus on the vision; inability to focus
hyperopia, retina correctly up close
presbyopia and
astigmatism 1
2 Tear Film Dry eye, allergy Poor quantity and quality Blurred vision, itching,
4 of tears redness, and general
discomfort
3 1 2
3 I ntraocular Cataracts Clouding of the eye’s Blindness if untreated
5 Lens crystalline lens
4R
etina / Vitreoretinal/ Vitreomacular traction, retinal Can cause irreversible
Back of Eye retinal diseases detachment, severe eye loss of vision
trauma, ocular complications of
diabetes (diabetic retinopathy)
5 Optic Nerve Glaucoma Damage to the optic nerve, Vision loss and blindness
usually from increased pressure
in the eye
1 Myopia (nearsightedness), Hyperopia (farsightedness), Presbyopia (hardening of the natural lens due to age) and Astigmatism (oddly shaped cornea)
HISTORY OF ALCON
1945 1977 2001 2008
Nestlé 25% shares sold to Novartis

Alcon was acquired by Nestlé and Novartis entered into
a Nestlé subsidiary. an agreement pursuant to which
Officially named Alcon Nestlé agreed to sell approxima-
The name of the entity was tely 25% of the then-outstanding
officially changed to Alcon, Inc. Alcon shares to Novartis, with
and, on March 20, 2002, Nestlé an option for Novartis to acquire
completed an initial public offering Nestlé’s remaining shares
of approximately 25% of the in Alcon beginning in 2010.
Founded outstanding shares of Alcon, Inc. The sale was consummated on
Alcon was originally founded July 7, 2008.
in 1945 by pharmacists Robert
Alexander and William Conner,
who opened a small pharmacy
under the “Alcon” name in Fort
Worth, Texas.
Alcon expects the surgical and vision care markets Novartis purchased from Nestlé in 2008 and 2010,
to continue to grow, driven by multiple factors and respectively, all of Nestlé’s shares in Alcon and in
trends, including but not limited to: 2010 held approximately 77% of Alcon, with the
remaining shares publicly traded. On December 14,
• Aging population with growing eye care needs; 2010, Novartis entered into a definitive agreement with
• Innovation improving the quality of eye care; Alcon to merge Alcon into Novartis in consideration for
• Increasing wealth and growth from emerging Novartis shares and a contingent value amount, which
economies; and was later approved by a Novartis extraordinary general
• Increasing prevalence of myopia, progressive meeting in 2011.
myopia and digital eye strain.
In connection with the acquisition of Alcon by Novartis,
Novartis merged its then existing contact lens and
contact lens care unit, CIBA Vision, and certain of its
History of Alcon ophthalmic pharmaceutical products into Alcon, making
the Alcon Division the second-largest division of
Alcon was originally founded in 1945 by pharmacists Novartis at the time of the merger, and moved the
Robert Alexander and William Conner, who opened generic ophthalmic pharmaceutical business conducted
a small pharmacy under the “Alcon” name in Fort by Alcon prior to the merger into the Sandoz Division of
Worth, Texas. In 1947, Alcon Laboratories, Inc. Novartis. In 2016, Novartis moved the management and
was first incorporated and began manufacturing reporting of the Alcon ophthalmic pharmaceutical and
specialty pharmaceutical products to address ocular over-the-counter ocular health products to its Innovative
health needs. In the succeeding years, Alcon began Medicines Division. Subsequently, effective January 1,
operating internationally with the opening of an office 2018, Novartis returned to Alcon the management and
in Canada and first formed its surgical division. reporting of over-the-counter ophthalmic products and
certain surgical diagnostic medications previously
In 1977, Alcon was acquired by a Nestlé subsidiary. In transferred from Alcon.
2001, the name of the entity was officially changed to
Alcon, Inc. and, on March 20, 2002, Nestlé completed In early 2017, Novartis announced a strategic review
an initial public offering of approximately 25% of the of the Alcon business in order to explore all options
outstanding shares of Alcon, Inc. Until its merger into to maximize value for Novartis shareholders, ranging
Novartis, Alcon, Inc. was publicly listed and traded on from retention or sale of the business to the separation
the New York Stock Exchange. of the business via an initial public offering or spin-off
transaction. On June 29, 2018, Novartis announced its
intention to seek shareholder approval for the Spin-off.
2010 2011 2016 2018
Remaining 52% of Nestlé’s Ophthalmic pharma- Proposed Spin-off

shares sold to Novartis ceuticals transferred announced
On January 3, 2010, Novartis to Novartis On June 29, 2018, Novartis
announced it was exercising its Novartis merger with Effective April 1, 2016, announced its intention
option to purchase the remai- Alcon Novartis transferred the to seek shareholder
ning approximately 52% of the On April 8, 2011, a Novartis extra management and reporting approval for the Spin-off
total outstanding Alcon shares ordinary general meeting of the Alcon ophthalmic of the Alcon business into
owned by Nestlé and submitted approved the merger with Alcon, pharmaceuticals portfolio a separately traded stand
a merger proposal to acquire Inc., creating the Alcon Division to its Innovative Medicines alone company.
the approximately 23% of Alcon within Novartis, which at the time Division.
shares that were publicly traded. became the fifth reported segment
Upon consummation of the in the strategically diversified
purchase on August 25, 2010, Novartis healthcare portfolio.
Novartis owned an approximate
77% interest in Alcon.
Certain Key Financial

Information
The business of Alcon did not form a separate legal These Alcon financial figures include charges and
group of companies in all periods presented. As a allocation of expenses related to certain Novartis
result, the Alcon financial figures below were prepared business support functions and allocations for
on a standalone basis and are derived (carved-out) Novartis corporate general and administration
from the Novartis consolidated financial statements functions. The preparation of carve-out financial
and accounting records. Given that these figures statements requires management to make certain
are meant to depict the Alcon business from the estimates and assumptions and actual outcomes
perspective of how it is expected to be constituted as and results could differ from those estimates and
a standalone company following the Spin-off, they are assumptions. Management believes that the allocation
not directly comparable to the financial statements methodology used was reasonable and all allocations
of Alcon as a division of Novartis reported in the have been performed on a basis that reasonably
consolidated financial statements of the Novartis reflects the services received by and cost incurred on
annual report. behalf of Alcon.
ALCON NET SALES TO THIRD PARTIES BY SEGMENT AND GEOGRAPHY

(% of net sales and in USD)
Vision care Surgical International U.S.

3.1 bn 45 % 3.7 bn 55 % 4.0 bn 59 % 2.8 bn 41 %
Contact Lenses Implantables
15 %
Ocular Health Consumables
27 %
Equipment / Other 41 %
6.8bn 59 %
6.8bn
2017 sales 2017 sales
31 %
18 %
9 %
ALCON KEY CORE FINANCIAL DATA

(in USD millions unless indicated otherwise)
Nine Nine
Months Months Change in Year Year Change in
Ended Ended Change in constant Ended Ended Change in constant
September September USD currencies December December USD currencies
30, 2018 30, 2017 % % 31, 2017 31, 2016 % %
Net sales to third parties 5 360 5 025 7 6 6 785 6 589 3 3
Core gross profit 3 415 3 139 9 7 4 211 4 123 2 3
Core gross profit margin (%) 63.7 62.5 62.1 62.6
Core operating income 953 816 17 15 1 086 1 128 (4) (1)
Core operating income margin (%) 17.8 16.2 16.0 17.1
The 2018 financial figures presented above reflect the financial performance of Alcon on a standalone basis until September 30, 2018, and not for the entire 2018 financial year.
The financial performance of Alcon on a standalone basis for the year ended December 31, 2018 will be published as soon as available, which could be after the General Meeting
on February 28, 2019. For further information regarding the core results and constant currency figures presented above, which are non-IFRS measures, including a reconciliation
of such core results to the most directly comparable measures presented in accordance with IFRS, please see “Certain Financial Information – Non-IFRS Measure Definitions
and Reconciliations”, p. 25.
Overview of the Organizational

Structure of Alcon
The leadership structure of Alcon will begin with a served as CEO of Hospira, Inc. from 2011 to 2015. Prior
non-executive chairman and a separate chief executive to that, Mr. Ball held a number of senior leadership
officer. positions at Allergan, Inc., including President from
2006 to 2011. Before joining Allergan, Inc. in 1995, he
The Board of Directors of Alcon will be responsible held roles of increasing responsibility in marketing
for the overall direction and oversight of management, and sales at Syntex Corporation and Eli Lilly & Co. He
and will hold the ultimate decision-making authority began his career in the healthcare industry in 1981. Mr.
for Alcon, with the exception of decisions reserved Ball has served on the board of directors of several
for shareholders. The Board of Directors of Alcon will companies, including Kythera Biopharmaceuticals Inc.,
delegate certain of its responsibilities to the following Hospira, Inc., IntraLase Corp. and sTec, Inc.
committees: the Audit and Risk Committee, Innovation He holds a Bachelor of Science and a Master of
Committee and the Compensation, Governance and Business Administration from Queen’s University in
Nomination Committee. The committees will enable Canada.
the Board of Directors of Alcon to work in an efficient
and effective manner, ensuring a thorough review
and discussion of issues, while giving the Board of Lynn Bleil
Directors of Alcon more time for deliberation and Year of birth: 1963
decision-making. Lynn Bleil has been a member of the board of
directors of Stericycle, Inc. since 2015, Sonova
The committees will regularly meet with management Holding AG since 2016 and Amicus Therapeutics,
and, at times, external consultants to review the busi Inc. since 2018. Ms. Bleil has also been a member of
ness, better understand applicable laws and policies the advisory boards of private companies Navigen
affecting Alcon and support the Board of Directors of Pharmaceuticals and Halo Neuroscience since 2016.
Alcon and management in meeting the requirements She has also been a member of the governing board
and expectations of stakeholders and shareholders. of trustees at Intermountain’s Park City Medical
Center since 2014 and a member of the board
of trustees of the U.S. Ski and Snowboard Team
Foundation since 2014. Ms. Bleil was a Senior Partner
Future Board of Directors at McKinsey & Company from 1985 to 2013 advising
CEOs and board of directors in the healthcare and life
Prior to the date of the Spin-off, Novartis, as the sole sciences industry.
shareholder of Alcon Inc., will elect the Board of Ms. Bleil holds a Bachelor of Science in Chemical
Directors of Alcon for the period from the Spin-off until Engineering from Princeton University, U.S., and a
the 2020 Annual General Meeting of shareholders of Master of Business Administration in Health Policy
Alcon (expected to be approximately one year following from the Stanford Graduate School of Business, U.S.
the date of the Spin-off). Currently, it is expected that
Novartis will elect F. Michael Ball as Chairman of the
Board of Directors of Alcon and David J. Endicott as Arthur Cummings, M.D.
a Director. Messrs. Ball and Endicott are currently Year of birth: 1962
working for Novartis as the Chairman Designate Arthur Cummings, M.D., has been Consultant
of Alcon (the “Chairman Designate”) and the Chief Ophthalmologist at Beacon Hospital, since 2007,
Executive Officer of the Alcon Division, respectively. and Owner and Medical Director at Wellington Eye
The biographies of the anticipated Directors of Alcon Clinic, since 1998, both in Dublin, Ireland.
following the Spin-off are included below. Dr. Cummings holds a Bachelor of Science in
Medicine and Surgery (MB. ChB.), and a Master
of Medicine in Ophthalmology (M. Med) from the
F. Michael Ball, Chairman Designate University of Pretoria, South Africa. Dr. Cummings is
Year of birth: 1955 a Fellow of the College of Surgeons in South Africa
F. Michael Ball held the position of Chief Executive (FCS SA) in Ophthalmology, and a Fellow of the
Officer of the Alcon Division and served as a Royal College of Surgeons of Edinburgh (FRCSEd)
member of the Novartis Executive Committee from in Ophthalmology.
February 1, 2016 until June 30, 2018. He previously
David J. Endicott, Chief Executive Officer and a member of the board of directors at Conceptus,
Year of birth: 1965 Inc. from 2011 to 2013. He was Managing Director and
David J. Endicott has been the Chief Executive Officer Senior Advisor at TPG Capital, L.P. from 2007 to 2011.
of the Alcon Division since July 1, 2018. He joined the Mr. Grossman also served as a member of the board
Alcon Division in July 2016 as President, Commercial & of directors of Zeltiq, Inc., as Lead Director, from 2013
Innovation, and Chief Operating Officer. Prior to joining to 2017, of Intuitive Surgical, Inc. from 2004 to 2010, of
the Alcon Division in 2016, Mr. Endicott was President Kyphon Inc. in 2007, and served on a number of private
of Hospira Infusion Systems, a Pfizer company. Before boards of directors.
joining Hospira, Mr. Endicott served as an officer Mr. Grossman holds a Bachelor of Science in
and executive committee member of Allergan, Inc., Animal Sciences from The Ohio State University, U.S.,
where he spent more than 25 years of his career and Master of Business Administration in Finance
in leadership roles across Europe, Asia and Latin from Pepperdine Graziadio Business School at
America, as well as the U.S. Mr. Endicott has served Pepperdine University, U.S.
on the board of directors of AdvaMed, Inc., Zeltiq, Inc.
and Orexigen Therapeutics, Inc.
He holds a Bachelor of Arts in Chemistry Scott Maw
from Whitman College and a Master of Business Year of birth: 1967
Administration from the University of Southern Until his retirement near the end of 2018, Scott Maw
California, both in the United States. was Executive Vice President and CFO at Starbucks
Corporation from 2014. He was also Senior Vice
President in Corporate Finance at Starbucks Corpo
Thomas Glanzmann ration from 2012 to 2013, and Senior Vice President
Year of birth: 1958 and Global Controller from 2011 to 2012. Since 2016,
Thomas Glanzmann is the founder and has been a he has been a member of the board of directors of
Partner at Medtech Ventures Partners since 2016. Avista Corporation. From 2010 to 2011, he was Senior
He has been a member of the board of directors of Vice President and CFO of SeaBright Holdings, Inc.
Grifols S.A. since 2006, including serving as Vice From 2008 to 2010, he was Senior Vice President
Chairman since 2017, and a member of the healthcare and CFO of the Consumer Bank at JP Morgan Chase
advisory board of Madison Dearborn Partners, LLC & Company. Prior to this, Mr. Maw held leadership
since 2011. He was President and CEO of Gambro AB positions in finance at Washington Mutual, Inc. from
from 2006 to 2011, and CEO and Managing Director of 2003 to 2008, and GE Capital from 1994 to 2004.
HemoCue AB from 2005 to 2006. Mr. Glanzmann was Mr. Maw holds a Bachelor of Business Administration
Senior Advisor to the Executive Chairman and Acting in Accounting from Gonzaga University, U.S.
Managing Director of the World Economic Forum from
2004 to 2005. From 1988 to 2004, Mr. Glanzmann
worked in various positions at Baxter International Karen May
Inc., including President of Baxter Bioscience, CEO of Year of birth: 1958
Immuno International and President of Europe Biotech Karen May has been a member of the board of
Group. In 2004, he was a Senior Vice President and directors of MB Financial, Inc. since 2004 and Ace
Corporate Officer of Baxter AG. Hardware Corporation since 2017. From 2012 to 2018,
He holds a Bachelor of Science in Political Science she was Executive Vice President and Chief Human
from Dartmouth College, U.S., a Master of Business Resources Officer at Mondelez International, Inc.
Administration from the IMD Business School, (name changed from Kraft Foods, Inc. after the spin-
Switzerland and a Board of Directors Certification off of selected Kraft North American businesses in
from the UCLA Anderson School of Management, U.S. 2012). From 2005 to 2012, Ms. May was the Executive
Vice President and Chief Human Resources Officer of
Kraft Foods, Inc. Between 1990 and 2005, she held
D. Keith Grossman various positions in Human Resources and Finance
Year of birth: 1960 at Baxter International Inc., including Corporate Vice
D. Keith Grossman has been Chairman of the board President and Chief Human Resources Officer and
of directors of Outset Medical, Inc. since 2014. He Vice President, International Finance. Prior to Baxter
has been a member of the board of directors of both International Inc., Ms. May was a Certified Public
TherOx, Inc. and Vyaire Medical, Inc. since 2016 and Accountant in the audit practice of Price Waterhouse.
ViewRay, Inc. since 2018. He was President and CEO Ms. May holds a Bachelor of Science in Accounting
of Thoratec Corporation from 1996 to 2006 and from from the University of Illinois, U.S., and was a licensed
2014 to 2015, and was a member of the board of Certified Public Accountant in the U.S. from 1980 to
directors from 1996 to 2015. Mr. Grossman was CEO 1990.
Ines Pöschel David Murray, Chief Financial Officer

Year of birth: 1968 Year of birth: 1963
Ines Pöschel has been a Partner at Kellerhals Carrard David Murray has been Chief Financial Officer of
Zurich KIG since 2007. She has been a member of the Alcon Division since September 2015. Prior to
the board of directors of Implenia AG since 2016 and joining the Alcon Division, he held several financial
Graubündner Kantonalbank since 2018, and serves leadership positions with Novartis. Mr. Murray most
on the board of directors of various non-listed Swiss recently served as the Division CFO for Novartis
companies. From 2002 to 2007, Ms. Pöschel was a Vaccines & Diagnostics. His previous roles at Novartis
Senior Associate at Bär & Karrer AG. She was a Senior include Head Global Business Planning & Analysis and
Manager at Andersen Legal LLC from 1999 to 2002. Financial Operations for the Pharma Division, Country
Ms. Pöschel has a Master in Law from the University CFO Novartis Spain, Vice President Finance General
of Zurich, Switzerland, and passed the Swiss Bar Exam Medicines U.S. and Global Head of Finance Mature
in 1996. Products.
Prior to joining Novartis in 2001, Mr. Murray held
finance and commercial leadership roles at General
Dieter Spälti Motors, Avis Europe, Swiss Bank Corporation and
Year of birth: 1961 British Petroleum, p.l.c.
Dieter Spälti has been CEO and a member of the Mr. Murray holds a Master in Economics and
board of directors at Spectrum Value Management Accounting from Aberdeen University, Scotland, and
Ltd., Switzerland since 2006. He was Managing is a Fellow of the Chartered Institute of Management
Partner from 2002 to 2006. He has been a member Accountants (FCMA).
of the board of directors at LafargeHolcim Ltd. since
2003. He has also been a member of the board of
directors at SCI (Schweizerische Cement Industrie Michael Onuscheck, President, Global
AG) since 2003. Dr. Spälti has been Chairman Businesses and Innovation
of the board of directors at Dorsay Development Year of birth: 1966
Corporation, Canada, since 2003. He has also served Michael Onuscheck has been President, Global
as Vice Chairman of the board of directors at Grand Businesses and Innovation of the Alcon Division from
Resort Bad Ragaz AG, Switzerland, since 2005 and October 15, 2018. Mr. Onuscheck joined the Alcon
Vice Chairman of the board of directors at IHAG Division in January 2015, as President and General
Holding AG, Switzerland, since 2002. Dr. Spälti was a Manager of the Global Surgical franchise.
Partner at McKinsey & Company from 1993 to 2001. He joined the Alcon Division from Boston Scientific
He holds a PhD in Law from the University of Corporation, where he spent 10 years, most recently
Zurich, Switzerland. serving as Senior Vice President and President,
EMEA since 2011 overseeing the company’s business
operations in Europe and Russia. Prior to that role,
he served as Senior Vice President and President
Future Executive Committee of Boston Scientific’s Neuromodulation division,
with responsibility for research and development,
Prior to the date of the spin-off, Novartis will appoint manufacturing, marketing, sales, clinical research
the members of the Executive Committee of Alcon and customer service. Prior to joining Boston
(the “ECA”). Upon the Spin-off, the future Board of Scientific Corporation, Mr. Onuscheck held a
Directors of Alcon will formally confirm the members variety of management positions at Medtronic plc in
of the ECA. Below are the biographies of the officers spinal reconstructive surgery and stereotactic image
of the Alcon Division who are currently expected to guided surgery, and various sales and marketing
become members of the ECA in connection with the positions for Pfizer.
Spin-off, with the exception of David J. Endicott, the Mr. Onuscheck earned his Bachelor of Arts
Chief Executive Officer of the Alcon Division, whose in Business Administration and Psychology from
biography is included above under “Future Board of Washington and Jefferson College in the U.S.
Directors”. There may be changes to those expected
to become members of the ECA, either as a result
of changes to ECA positions or position incumbents
prior to the date of the Spin-off, and the members of
the ECA at the time of the Spin-off cannot be known
with certainty until the Spin-off occurs. Changes,
if any, made prior to the date the Spin-off will be
identified in future filings of the Form 20-F with the
SEC, when such information becomes available.
Leon Sergio Duplan Fraustro, President, Laurent Attias, Head Corporate Development,
North America Strategy, Business Development and
Year of birth: 1967 Licensing and Mergers and Acquisitions
Sergio Duplan has been President, North America of Year of birth: 1967
the Alcon Division since 2015, overseeing the United Laurent Attias has been Head of Corporate
States and Canada markets. He is also a member of Development, Strategy, Business Development and
the board of directors of The Alcon Foundation. Licensing (BD&L) and Mergers and Acquisitions
Mr. Duplan joined the Alcon Division in August (M&A) of the Alcon Division since February 2017.
2012 as President of Latin America and Canada. Mr. Attias joined the Alcon Division in 1994 serving in
Mr. Duplan began his career with Novartis in 2004, as roles with increasing responsibility, most recently as
Vice President of Sales in General Medicines, before Senior Vice President BD&L, M&A and Market Access
being promoted to Head of Marketing and Sales for where he had operational responsibility for the Alcon
Latin America, General Medicines, Pharma. In 2008, Division’s commercial and pipeline development
he became Country Pharma Organization Head and strategy, as well as market access initiatives across
Country President of Novartis Mexico. the Alcon Division’s surgical, pharmaceutical (currently
Prior to joining Novartis, Mr. Duplan held several part of Novartis ophthalmology as a retained Novartis
positions of increasing responsibility in Sales, Finance business) and vision care franchises.
and Country Management at Procter & Gamble and Prior to that role, Mr. Attias served in various
Eli Lilly & Co. roles within the Alcon Division including Senior Vice
Mr. Duplan holds a Bachelor in Industrial Engineering President and Head of Global Commercial Franchises
from Universidad Iberoamericana in Mexico and a and Strategy, President, EMEA, Vice President,
Master of Business Administration from The Wharton Central & Eastern Europe, Italy and Greece, Vice
School at the University of Pennsylvania, U.S. President/General Manager of Alcon Canada, and
Vice President, Refractive Sales and Marketing.
Ian Bell, President, International Mr. Attias holds both a Bachelor of Business
Year of birth: 1970 Administration in Marketing and a Master of Business
Ian Bell has been President, International of the Alcon Administration from Texas Christian University, U.S.
Division since October 15, 2018, overseeing the
Europe, Russia, Middle East and Africa, Asia Pacific,
Japan and Latin America and Caribbean markets. He
joined the Alcon Division in March 2016 as President
of Europe, Middle East and Africa (EMEA) region.
Domicile and Location of
Mr. Bell joined the Alcon Division from Hospira, Headquarters
Inc., where he served as Corporate Vice President
and President of the EMEA region. Prior to his work Alcon Inc. was registered with the commercial
at Hospira, Inc. Mr. Bell was from 2008 to 2014 register of the Canton of Fribourg, Switzerland on
Corporate Vice President and President of Allergan, September 21, 2018 in preparation of the separation
Inc.’s Asia Pacific region. Mr. Bell joined Allergan, Inc. from Novartis and is a company organized under
in 2005 as Vice President and Managing Director of the laws of Switzerland.
its neurosciences division for the EMEA region.
Mr. Bell began his career at GlaxoSmithKline plc, The Alcon Inc. registered office is located at Rue Louis
where he held roles of increasing responsibility in sales, d’Affry 6, 1701 Fribourg, Switzerland and its global
marketing and strategy for more than 10 years. headquarters are located at Chemin de Blandonnet 8,
Mr. Bell holds a Bachelor of Arts with honors in 1214 Vernier, Geneva, Switzerland.
Economics from the University of York, United Kingdom.
The current Alcon global divisional headquarters in
Fort Worth, Texas, will remain a major operational,
commercial and innovation hub for the proposed
standalone company.
Overview of Shareholders’ Alcon expects to maintain one share register split into
two parts: a Swiss register for shareholders holding
Rights shares as book-entry shares via SIX SIS AG (“SIX
SIS”), the Swiss settlement system, and a U.S. register
Alcon shareholders will have largely the same rights as for shareholders in the U.S. that wish to directly
they currently enjoy as Novartis shareholders. Because hold uncertificated shares of Alcon. Computershare
Alcon will only have one class of registered shares, all Switzerland Ltd. will act as the Swiss share registrar
Alcon shareholders will have the same rights. and Computershare Trust Company, N.A. will act as
the U.S. share registrar and transfer agent.
Each share will be entitled to one vote at a general
meeting of shareholders. Voting rights may only be In addition, Alcon currently intends that the issued
exercised for shares registered with the right to vote shares of Alcon will be held in the following forms:
on the record date for the applicable general meeting.
Regarding the registration process, please refer to • Shares issued as book-entry (intermediary-held)
“Q&A – I am registered in the Novartis share register. securities via SIX SIS: Alcon Shares will be issued
What do I have to do in order to be registered in the in uncertificated form and a portion of such shares
Alcon Share register?”, p. 28. will be registered in the main register with SIX SIS,
which provides services for the clearing, settlement
and custody of Swiss and international securities, in
Brief Summary of Certain Key order to issue them in book-entry form. SIX SIS will
credit these shares to SIX SIS participants, which in
Provisions in the Articles of turn may credit them further to other custodians or
Incorporation clients.
It is expected that the articles of incorporation of • Shares held via the Depository Trust Company
Alcon immediately following the Spin-off will be in (DTC): Holders may hold their entitlements to Alcon
substantially similar form as the current articles of Shares in book-entry form via the DTC system
incorporation of Novartis. through custody accounts with custodian banks
or brokers that are direct participants in the DTC
It is, however, foreseen that Alcon will have authorized system. Such shares will be held in the name of
share capital of five percent of the total issued share the DTC’s nominee, Cede & Co., either via SIX SIS
capital of Alcon at the time of the Spin-off reserved or through Computershare Trust Company, N.A.
for purposes of any employee participation plans of Such holders’ entitlements to Alcon Shares will
Alcon and its consolidated subsidiaries. be recorded in their custodian banks’ or brokers’
records.
Corporate Calendar • Directly registered shares held through

Computershare Trust Company, N.A. in the U.S.:
Please refer to the websites listed under “Further In the U.S., holders will have the option to directly
Information”, p. 29. hold their ownership interests in Alcon in the form
of uncertificated shares that will be registered in
the names of such holders directly on the books
Listing and Trading of Alcon of Computershare Trust Company, N.A. Holders
will receive periodic account statements from
Shares Computershare Trust Company, N.A. evidencing
their holding of Alcon Shares.
As of the date of this information brochure, Alcon is
a wholly owned subsidiary of Novartis. Accordingly, It is not intended that Alcon Shares will be issued
no public market for Alcon Shares currently exists. as physical share certificates. Equally, Alcon will not
Novartis intends to list the Alcon Shares on the SIX maintain an ADR program but will instead enable its
Swiss Exchange and on the New York Stock Exchange holders to hold shares via DTC or to hold directly
under the ticker symbol “ALC”. As such, Alcon Shares registered shares through Computershare Trust
will be able to be traded and transferred across Company, N.A. in the U.S. In the Spin-off, all Novartis
applicable borders without the need for conversion, shareholders (other than holders of Novartis ADRs)
with identical shares to be traded on different stock will receive Alcon Shares issued as book-entry
exchanges in different currencies. (intermediary-held) securities via SIX SIS.
RATIONALE FOR THE SPIN-OFF
Enhanced strategic and

management focus
Creation of a more nimble medical

device company
Distinct investment Identity
More efficient allocation of capital
Direct access to capital markets
Description of the
Proposed Transaction
For an overview, including an indicative timeline,
of the Transaction, please refer to p. 5.
Rationale for the Spin-off

The Novartis Board of Directors has determined • Distinct investment identity. The Spin-off will allow
that the separation of the Alcon business from investors to separately value Novartis and Alcon
the remainder of its businesses would be in the based on their distinct investment identities. In
best interests of Novartis, Alcon and the Novartis addition to product R&D cycles, the business of
shareholders and has endorsed the plan of the Spin- Alcon differs from the business of Novartis in
off. A wide variety of factors were considered in several other respects, such as commercial call
evaluating the Spin-off, including the following: points, distribution models and manufacturing
processes;
• Enhanced strategic and management focus. The
Spin-off will allow Alcon and Novartis to more • More efficient allocation of capital. The Spin-off will
effectively pursue their distinct operating priorities permit each company to concentrate its financial
and strategies and enable management of both resources solely on its own operations without
companies to focus on unique opportunities for having to compete with each other for investment
long-term growth and profitability; capital; and
• Creation of a more nimble medical device company. • Direct access to capital markets. The Spin-off will
The Spin-off will allow Alcon to become a more create an independent equity structure that will
focused and nimble medical device company with allow Alcon direct access to the capital markets
the ability to quickly focus on innovating products to and facilitate its ability to capitalize on its unique
meet the needs of the market; growth opportunities and potentially make future
acquisitions using its shares.
Required Steps for the Key Terms of the Separation

Proposed Transaction and Distribution Agreement
Provided that the Spin-off Distribution is approved Prior to the completion of the Spin-off, Novartis
at the General Meeting, Novartis will implement the intends to enter into a separation and distribution
Transaction through the following main steps: agreement and several other ancillary agreements
with Alcon to effect the separation and provide a
• Completion of the Internal Transactions: Transfer of framework for the relationship of Alcon and Novartis
the Alcon business and Alcon subsidiaries to Alcon after the Spin-off. These agreements will govern the
entities so that Alcon Inc. holds, directly or indirectly, relationships between Novartis and Alcon subsequent
the businesses formerly constituting the eye care to the completion of the Spin-off and will provide for
devices business of Novartis, comprising its surgical the separation of the assets, employees, liabilities
and vision care operations; and obligations (including investments, property
and employee benefits and tax liabilities) of Novartis
• Execution of Separation and Distribution Agreement: and its subsidiaries that constitute the business of
Signing of the separation and distribution agreement Alcon and are attributable to periods prior to, at and
between Novartis and Alcon as well as ancillary after the separation. In particular, the separation and
agreements related to the Transaction, which will distribution agreement will generally provide that:
govern the relationship between Novartis and
Alcon up to and after completion of the Spin-off • all of the assets of the Alcon business not already
and allocate between Novartis and Alcon various owned by Alcon and owned by Novartis prior to the
assets, liabilities and obligations, including employee closing of the Spin-off will be transferred to Alcon;
benefits, intellectual property and tax-related as-
sets and liabilities; • all of the assets of the businesses and operations
conducted by Novartis other than the Alcon
• Listing of Alcon Shares and registration with the business not already owned by Novartis and owned
U.S. Securities and Exchange Commission and by Alcon prior to the closing of the Spin-off will be
satisfaction of conditions precedent: Novartis and transferred to Novartis;
Alcon will seek to obtain the necessary approvals
such that the Alcon Shares will be accepted for • all of the liabilities (whether accrued, contingent or
listing on the SIX Swiss Exchange and the New otherwise) of the Alcon business that are obligations
York Stock Exchange, and the U.S. Securities and of Novartis prior to the closing of the Spin-off will,
Exchange Commission declares that the registration with certain limited exceptions including financial
statement on Form 20-F for the Alcon Shares liabilities in connection with the ongoing “Asia/
under the U.S. Securities Exchange Act of 1934, Russia Investigation” described in the Novartis
as amended, is effective. The other conditions Annual Report 2018 and certain other liabilities
precedent (including no order prohibiting, and which are described in the Form 20-F on file with
no other event outside the control of Novartis the SEC, be assumed by Alcon;
preventing, the Spin-off to occur; and no material
adverse change1) must be equally satisfied (or, • all of the liabilities (whether accrued, contingent
if permissible, waived by the Novartis Board of or otherwise) of the business and operations
Directors); conducted by Novartis other than the Alcon
business that are obligations of Alcon prior to the
• Distribution of Alcon Shares to Novartis closing of the Spin-off will be assumed by Novartis;
shareholders and ADR holders: By the Spin-off and
Distribution, the Novartis shareholders and ADR
holders will receive 1 Alcon Share for every 5 • certain liabilities and assets related to general
Novartis shares or ADRs held; and corporate functions will generally be retained by or
transferred to Novartis.
• As a consequence of the distribution, Alcon Inc. will
become an independent, publicly traded company.
1 Includes events or developments that may occur prior to the ex-dividend E.g., such risks could arise under certain circumstances if the Swiss or U.S. tax
date that, in the judgment of the Novartis Board of Directors, would result in the rulings on the material tax effects of the Spin-off fail to remain effective and valid
Spin-off of Alcon having a material adverse effect (including, but not limited to, or the U.S. tax opinion regarding certain tax effects is not able to be delivered to
material adverse tax consequences or risks) on Novartis or its shareholders. Novartis at the completion of the Spin-off.
Proposal of the Board of

Directors to the General
Meeting
In order to implement the Spin-off, the Novartis Board of Directors
unanimously proposes to the Novartis shareholders to resolve upon the
distribution of a dividend in kind, consisting of 1 share in Alcon for every
5 dividend bearing shares or ADRs of Novartis AG under agenda item
6 “Special Distribution by Way of a Dividend in Kind to Effect the Spin-off
of Alcon Inc.”
The full text of the proposal of the Board of Directors of Novartis AG is

as follows:
Proposal of the Board of Directors to the General Meeting

Agenda item 6: Special Distribution by Way of a Dividend in Kind to Effect the Spin-off of Alcon Inc.
“The Board of Directors proposes to distribute, by way of dividend in kind, 1 share in Alcon Inc.
(an “Alcon Share”) for every 5 dividend bearing shares of Novartis AG 1 (the “Distribution”). On
Novartis AG’s stand-alone balance sheet, the Distribution shall be made at the book value of Alcon
Inc., amounting immediately prior to the Distribution to a total of approximately CHF 17 bn (estimated)
but in any case not exceeding the free reserves of Novartis AG amounting to CHF 25.4 bn (as of
December 31, 2018), and be booked against (i) CHF 19 548 000 of capital contribution reserves
and (ii) for the remaining part, against free reserves. The Board of Directors shall determine in its
discretion the treatment of fractions and holders of physical share certificates (Heimverwahrer)
that do not timely provide the necessary details to receive Alcon Shares (it being understood that
respective Alcon Shares shall generally be sold and cash proceeds shall be delivered in lieu of
fractions or Alcon Shares of such holders).
The Distribution is subject to the following conditions precedent:
(i) The Alcon Shares shall have been admitted to listing on the SIX Swiss Exchange and the New
York Stock Exchange as from the ex-dividend date (subject to technical deliverables only);
(ii) The U.S. Securities and Exchange Commission (“SEC”) shall have declared effective the
registration statement on Form 20-F for the Alcon Shares under the U.S. Securities Exchange
Act of 1934, as amended, and no stop order suspending the effectiveness of this registration
statement shall be in effect and no proceedings for that purpose shall be pending before or
threatened by the SEC;
(iii) No order, injunction or decree issued by any governmental authority of competent jurisdiction or
other legal restraint or prohibition preventing consummation of the spin-off of Alcon shall be in
effect, and no other event outside the control of Novartis shall have occurred or failed to occur
that prevents the consummation of the spin-off of Alcon (including, but not limited to, Novartis not
being able to complete the internal transactions to separate the businesses currently constituting
the eye care devices business of Novartis, comprising its Surgical and Vision Care operations,
from the other businesses, due to elements outside of its reasonable control); and
(iv) No other events or developments shall have occurred prior to the ex-dividend date of the
Distribution that, in the judgment of the Novartis Board of Directors, would result in the spin-
off of Alcon having a material adverse effect (including, but not limited to, material adverse tax
consequences or risks) on Novartis or its shareholders.
The Board of Directors shall (i) determine whether these conditions precedent are satisfied and,
to the extent legally permissible, have authority to waive any conditions precedent if such waiver is,
in the judgment of the Board of Directors, in the best interest of Novartis and its shareholders; and
(ii) set the record, ex-dividend and settlement dates of the Distribution, which shall occur as soon as
practicable following the satisfaction (or waiver) of these conditions precedent.”
1 No dividend in kind will be declared on treasury shares held by Novartis AG or its fully owned subsidiaries.
Provided that the General

Meeting approves
the Spin-off, Novartis
will distribute to its
shareholders and ADR
holders, as a dividend in
kind, 1 Alcon Share for
every 5 Novartis shares
or 1 Alcon Share for every
5 Novartis ADRs
Procedure to
Receive Alcon Shares
Provided that the Spin-off Distribution is approved at Holders of Novartis shares in
the General Meeting and the conditions precedent for
it are met, Novartis will distribute to its shareholders
book-entry form with a bank
and ADR holders, on a pro rata basis, as a dividend or broker
in kind, 1 Alcon Share for every 5 Novartis shares
or 1 Alcon Share for every 5 Novartis ADRs held or If you hold or have acquired and do not sell or
acquired and not sold or otherwise disposed of by otherwise dispose of your Novartis shares prior to the
such holders prior to the close of business on the close of business on the Cum Date, you will not be
Cum Date. required to take any action.
Holders of Novartis
physical share certificates
(Heimverwahrer)
Following the General Meeting, all registered Novartis
shareholders holding physical share certificates who
have previously provided a valid mailing address to
Novartis will receive a notice with instructions on how
to receive Alcon Shares in the Spin-off. If you hold
Novartis physical share certificates and provide your
response by the date specified in the notice by either
(1) electing to convert your Novartis physical share
certificates into electronic shares or (2) providing
separate custody account details for the booking of
Treatment of Fractions
Alcon Shares to be distributed in the Spin-off, your No fractional Alcon Shares will be distributed in
bank, broker or other nominee is expected to credit connection with the Spin-off. Instead, UBS AG,
the relevant account with the Alcon Shares you are as the Swiss settlement agent, will aggregate all
entitled to receive in the Spin-off on or shortly after fractional shares that Novartis shareholders and
the Ex Date, at which time you should be able to ADR holders would otherwise have been entitled to
commence trading the Alcon Shares you are allotted. receive and that have been notified to UBS AG by
any of Computershare Trust Company, N.A, the U.S.
If Novartis does not receive full and correct details distribution agent, the Novartis Share Registry or the
of your securities account, in accordance with the relevant deposit banks through SIX SIS into whole
instructions in the notice provided to you, you will shares and sell the whole shares in the open market
not receive Alcon Shares in the Spin-off. In lieu at prevailing market prices. The aggregate cash
of receiving Alcon Shares, UBS AG, as the Swiss proceeds of such sales, net of brokerage fees and
settlement agent, will sell the Alcon Shares you are other costs, will be distributed pro rata to the holders
entitled to receive and Novartis will pay the aggregate that would otherwise have been entitled to receive the
net cash proceeds of such sale to you if you have fractional shares (based on the fractional share each
previously provided valid payment details to Novartis 1. such holder would otherwise be entitled to receive) 1.
UBS AG will not include fractional shares held by
Please contact your bank, broker or other nominee for custodian banks that do not report their fractional
further information about your custody account. If you shares to a SIX SIS participant, either directly or
do not receive such a notice from Novartis by March 5, through another custodian bank, in the aggregate pool
2019, please contact Novartis Share Registry during of fractional shares it will sell in the open market on
regular Swiss business hours by telephone at +41 61 behalf of Novartis shareholders entitled to receive a
324 7204 or by email at share.registry@novartis.com. fractional share. In the case of fractional shares held
in the custody of custodian banks that do not report
their fractional shares to a SIX SIS participant, each
such custodian bank is expected to sell the fractional
Holders of Novartis ADRs shares in its custody and pay the aggregate cash
proceeds of the sales, net of brokerage fees and
held in book-entry form with a other costs, pro rata to the relevant holders and net of
any required withholding for taxes applicable to each
bank or broker and holders of holder.
registered Novartis ADRs
Novartis ADR holders should refer to the separate
information on how they will receive Alcon Shares
included in the ADR appendix to this information
brochure.
1 No interest will be paid on any cash you receive in connection with the Spin-off.
Overview of the Tax

Treatment for
Novartis Shareholders
and ADR Holders
The following is a general summary of certain tax consequences of the proposed
Spin-off to Novartis shareholders who are tax residents in Switzerland or who are “U.S.
Holders”, as defined below. Tax consequences are subject to changes in applicable
laws, including changes that could have retroactive effect. This summary is not a
complete analysis of all potential tax consequences relevant to the Spin-off, does not
purport to be a legal opinion or tax advice, and does not address all tax aspects that
may be relevant to any particular Novartis shareholder. For more information about the
tax consequences of the Spin-off to Novartis shareholders, please consult the Form
20-F on file with the SEC or the SIX listing prospectus, once available. Tax consequences
may be affected by the provisions of any applicable tax treaties and each shareholder’s
particular circumstances. Accordingly, all Novartis shareholders and ADR holders
should consult their own tax advisors as to the tax consequences to them of the Spin-off.
Switzerland
General
Novartis has received written confirmations from No Swiss federal securities transfer stamp duty will
the Swiss Federal Tax Administration and from the become due on the Spin-off Distribution.
tax administration of the Cantons of Basel-Stadt
and Fribourg addressing the relevant Swiss tax The following Swiss individual and corporate income
consequences of the Spin-off. Below analysis is tax consequences will in general result for Novartis’
based on the assumption that implementation of the shareholders who are tax resident in Switzerland and
Transaction is in line with these written confirmations. receive Alcon Shares or cash in lieu of (i) fractional
Otherwise, different tax consequences could arise. shares or (ii) Novartis physical share certificates
(Heimverwahrer):
Internal Transactions
Where the transfer of the Alcon business to Alcon and • Shareholders holding their Novartis shares as
its subsidiaries prior to the allocation and delivery of private assets (Privatvermögen) will not be subject
Alcon Shares in the Spin-off is done at tax book value to income tax on the Spin-off Distribution. The same
for the purposes of Swiss tax, it generally qualifies Swiss income tax treatment applies to Novartis
as a tax neutral transfer for Novartis, Alcon and the shareholders who receive cash in lieu of fractional
respective subsidiaries. This applies in particular to shares or who hold physical share certificates
the contributions by Novartis to Alcon before the Spin- (Heimverwahrer) and receive cash due to non-
off Distribution and has been confirmed in tax rulings response.
issued by the Swiss Federal Tax Administration for the
purposes of Swiss federal withholding tax and Swiss • Shareholders holding their Novartis shares as
federal stamp duties and with the tax administration business assets (Geschäftsvermögen; including
of the Cantons of Basel-Stadt and Fribourg for the Novartis shares held by a professional securities
purposes of Swiss federal and Basel-Stadt and dealer for tax purposes) should not be subject to
Fribourg cantonal and communal corporate income income tax on the Spin-off Distribution upon receipt
taxes. of the shares unless the distribution leads to an
increase of the (tax) book value of the shares for
The Internal Transactions have no Swiss tax statutory accounting purposes. Receipt of cash
consequences for Novartis’ shareholders. in lieu of fractional shares will generally lead to a
capital gain or loss measured by the difference
Spin-off Distribution between cash received and the tax basis for such
The Spin-off Distribution qualifies as tax neutral fractional shares. The same Swiss income tax
for Swiss tax purposes. For the purposes of Swiss treatment applies to Novartis shareholders holding
federal withholding tax and Swiss federal stamp physical share certificates (Heimverwahrer) who
duties this qualification has been confirmed for receive cash due to non-response.
Novartis and Alcon in a tax ruling issued by the Swiss
Federal Tax Administration. For corporate income tax • Shareholders who are not tax residents of
this qualification has been confirmed for Novartis by Switzerland are not subject to any Swiss federal,
the cantonal tax administration of Basel-Stadt. The cantonal and communal individual and corporate
ruling with the cantonal tax administration of Basel- income taxes, except if their Novartis shares are
Stadt also addresses the income tax treatment at attributed to a permanent establishment or a fixed
Novartis shareholder level. place of business in Switzerland.
No Swiss federal withholding tax will be levied on the

Spin-off Distribution as part of the tax neutral Spin-off.
United States
The following summary describes Transactions and the Spin-off Distribution should
qualify for tax neutral treatment for U.S. federal
certain U.S. federal income tax income tax purposes. The IRS Ruling and the Tax
consequences to holders of Novartis Opinion rely upon certain facts, assumptions,
representations and undertakings from Novartis and
shares in connection with the Spin-off. Alcon regarding the past and future conduct of the
For purposes of this summary, businesses and other matters of Novartis and Alcon.
references to Novartis shares include If any of the facts, assumptions, representations or
undertakings described therein are incorrect or not
Novartis ADRs. This summary is otherwise satisfied, Novartis may not be able to rely
limited to “U.S. Holders” as that term upon the IRS Ruling and the Tax Opinion. Accordingly,
notwithstanding the Tax Opinion and the IRS Ruling,
is defined below. there can be no assurance that the IRS will not assert,
or that a court would not sustain, a position contrary
A “U.S. Holder” is a beneficial owner of Novartis to one or more of the conclusions set forth below.
shares that is, for U.S. federal income tax purposes:
(a) an individual who is a citizen or a resident of the Spin-off Distribution
U.S.; (b) a corporation, or other entity taxable as a The Spin-off Distribution is intended to qualify for
corporation for U.S. federal income tax purposes, tax neutral treatment for U.S. federal income tax
created or organized under the laws of the U.S. or purposes. If the distribution qualifies for this treatment
any state thereof or the District of Columbia; (c) an and subject to the qualifications and limitations set
estate, the income of which is subject to U.S. federal forth herein (including the discussion below relating to
income taxation regardless of its source; or (d) a the receipt of cash in lieu of fractional shares), for U.S.
trust if (i) a court within the U.S. is able to exercise federal income tax purposes no gain or loss should be
primary jurisdiction over its administration and one recognized by, or be includible in the income of, a U.S.
or more U.S. persons have the authority to control Holder as a result of the Spin-off Distribution.
all of its substantial decisions or (ii) in the case of a
trust that was treated as a domestic trust under law A U.S. Holder that receives cash in lieu of a fractional
in effect before 1997, a valid election is in place under share as part of the distribution (as no fractional
applicable Treasury Regulations. shares will be distributed, see “Procedure to Receive
Alcon Shares – Treatment of Fractions”, p. 21), will be
This summary does not discuss all tax considerations treated as though it first received a distribution of the
that may be relevant to U.S. Holders in light of their fractional share in the distribution and then sold it for
particular circumstances, nor does it address the the amount of cash actually received. The U.S. Holder
consequences to U.S. Holders subject to special will generally recognize capital gain or loss measured
treatment under the U.S. federal income tax laws. by the difference between the cash received for such
Furthermore, this summary does not address any tax fractional share and the U.S. Holder’s tax basis in that
consequences other than U.S. federal income tax fractional share. Such capital gain or loss will be long-
consequences, such as U.S. state or local or non-U.S. term capital gain or loss if the U.S. Holder’s holding
or non-income tax consequences. period for the Novartis shares is more than one year
on the date of the distribution. Certain U.S. Holders
General are eligible for reduced rates of taxation on their long-
Novartis has received a written ruling from the U.S. term capital gains. U.S. Holders of Novartis physical
Internal Revenue Service (the “IRS” and such ruling share certificates (Heimverwahrer) who receive cash
the “IRS Ruling”) and expects to receive a written due to non-response will be treated in the same
opinion from U.S. tax counsel (the “Tax Opinion”), manner as U.S. Holders who receive cash in lieu of a
each to the effect that certain aspects of the Internal fractional share for U.S. federal income tax purposes.
Certain Financial Information

Non-IFRS Measure Definitions and Reconciliations
Core results of eliminating two exchange rate effects so that an

Alcon Inc. core results, which include core operating estimate can be made of underlying changes in the
income, core gross profit and related margin combined income statement excluding the impact of
calculations, fully exclude all amortization and fluctuations in exchange rates:
impairment charges of intangible assets, with the
exception of software, and certain acquisition related • The impact of translating the income statements
items. The following items that exceed a threshold of combined entities from their non-U.S. dollar
of USD 10 million are also excluded: integration and functional currencies to U.S. dollar.
divestment related income and expenses, divestment
gains and losses, restructuring charges/releases, • The impact of exchange rate movements on the
legal related items, impairments of property, plant and major transactions of combined entities performed
equipment and financial assets, as well as income and in currencies other than their functional currency.
expense items that management deems exceptional
and that are or are expected to accumulate within the Alcon constant currency measures are calculated by
year to be over a USD 10 million threshold. translating the current year’s foreign currency values
for sales into U.S. dollars, using the average exchange
Constant currencies rates from the prior year and comparing them to the
Changes in the relative values of non-U.S. currencies prior year values in U.S. dollar. These constant currency
to the U.S. dollar can affect the financial results and measures are used in evaluating Alcon performance,
financial position of Alcon. To provide additional since they may assist in evaluating the ongoing
information that may be useful to investors, including performance of Alcon from year to year. However,
changes in sales volume, information about Alcon net in performing the evaluation, Alcon also considers
sales is presented adjusted for such foreign currency equivalent measures of performance that are not
effects. Constant currency calculations have the goal affected by changes in the relative value of currencies.
RECONCILIATION OF CORE TO IFRS RECONCILIATION OF CORE TO IFRS

REPORTED GROSS PROFIT REPORTED OPERATING INCOME
(in USD million) (in USD million)
Nine Months Ended Year Ended Nine Months Ended Year Ended
September 30 December 31 September 30 December 31
2018 2017 2017 2016 2018 2017 2017 2016
Core gross Core operating

profit 3 415 3 139 4 211 4 123 income 953 816 1 086 1 128
Amortization of Amortization of
intangible assets (751) (755) (1 007) (1 006) intangible assets (759) (763) (1 017) (1 018)
Impairments (376) 0 0 (19) Impairments (376) (77) (86) (23)
Restructuring items 0 0 0 0 Restructuring items (1) (15) (30) (29)
Legal-related & Legal-related &
other items 25 0 0 13 other items 10 19 (30) (48)
IFRS reported IFRS reported
gross profit 2 313 2 384 3 204 3 111 operating income (173) (20) (77) 10
The 2018 financial figures presented above reflect the financial performance of Alcon on a standalone basis until September 30, 2018, and not for the entire 2018
financial year. The financial performance of Alcon on a standalone basis for the year ended December 31, 2018 will be published as soon as available, which could be
after the General Meeting on February 28, 2019. For further information regarding these figures and the IFRS adjustments presented, please see the Form 20-F
on file with the SEC or the SIX listing prospectus, once available.
The Spin-off will enhance

the strategic and manage
ment focus of both
Novartis and Alcon, will
further allow investors to
separately value Novartis
and Alcon and will allow
each of Novartis and
Alcon to effect more
efficient capital allocation
Q&A
Why is the proposed separation of approved, Alcon will remain a sale of the aggregated fractional
Alcon structured as a Spin-off? business within Novartis. The shares. For more information,
Novartis has structured the Spin- Novartis Board of Directors would, see “Procedure to Receive Alcon
off as a tax-neutral distribution however, continue to pursue Shares – Treatment of Fractions”,
for Swiss withholding and income alternative options. p. 21. Following the Spin-off, Alcon
tax and U.S. federal income tax Inc. will be an independent, publicly
purposes of all Alcon Shares traded company, and Novartis will
held by Novartis to the Novartis not retain any ownership interest in
shareholders. Novartis believes that Novartis believes that Alcon Inc.
this structure would be an efficient the Spin-off is an efficient
way to separate its eye care devices What are the relevant dates for
business in a manner that will create way to separate its eye my entitlement to receive Alcon
long-term value for Novartis, Alcon care devices business in Shares?
and their respective shareholders. Please refer to “Indicative Timeline”,
a manner that will create p. 5.
For the proposed Spin-off to be long-term value for
approved, how many Novartis Novartis, Alcon and their When will I receive the Alcon
shareholders will have to vote Shares?
in favor of the corresponding respective shareholders The Novartis Board of Directors
proposal at the General Meeting? will determine the timeline
An absolute majority of the votes (see “Indicative Timeline”, p. 5).
represented at the General Meeting It is expected that Alcon Shares
will be required for the approval of How will the proposed Spin-off will be credited to Novartis
the Spin-off. of Alcon from Novartis work? shareholders on or shortly after
To accomplish the Spin-off, the Ex Date. Novartis expects to
What happens if Novartis sharehol Novartis AG will distribute all of announce the final timeline no later
ders do not approve the Spin-off? the Alcon Shares held by Novartis than two weeks prior to the actual
The Novartis Board of Directors AG to Novartis shareholders Ex Date of the Spin-off.
is convinced of the benefits of the and ADR holders on a pro rata
Spin-off for Novartis shareholders basis (see “Summary of the What do I have to do to receive
and recommends that all share Proposed Transaction”, p. 4 and Alcon Shares?
holders vote in favor of the “Required Steps for the Proposed Novartis shareholders and ADR
corresponding resolution at Transaction”, p. 17). You will not holders will not be required to take
the upcoming General Meeting. receive fractional Alcon Shares but any action, pay any cash, deliver any
Should the Spin-off not be will instead receive cash upon the other consideration, or surrender
any Novartis shares or ADRs in aggregate amount of all such Will the number of Novartis shares
order to receive Alcon Shares. fractional shares in the open market or ADRs I own change as a result
Special rules apply to holders of at prevailing market prices (see of the Spin-off?
physical share certificates “Procedure to Receive Alcon Shares No, the number of Novartis shares
(Heimverwahrer). For steps to be – Treatment of Fractions”, p. 21). or ADRs you own will not change as
taken by holders of physical share a result of the Spin-off.
certificates, see “Procedure to What are the tax consequences
Receive Alcon Shares – Holders of for me as a Swiss Novartis What will happen to the price of
Novartis physical share certificates shareholder? Novartis shares or ADRs following
(Heimverwahrer)”, p. 20. For a summary of certain tax the Spin-off?
consequences in Switzerland, please Novartis expects the trading prices
Do I have to pay any consideration refer to the section “Overview of of Novartis shares and Novartis
in order to receive Alcon Shares Tax Treatment for Novartis ADRs immediately following the Ex
allocated to me in the Spin-off? Shareholders – Switzerland”, p. 23. Date to be lower than the trading
Will there be any transaction costs prices immediately prior to the Ex
for me? Any Novartis shareholders who Date because the trading prices will
No consideration will have to be paid are in doubt as to their tax position no longer reflect the value of the
in order to receive Alcon Shares. should consult their own tax advisor Alcon business.
regarding the specific federal and
As a general rule, the receipt of any local tax consequences applicable There can be no assurance that
Alcon Shares pursuant to the Spin- to them in connection with the the aggregate market value of the
off Distribution is free of charge receipt of Alcon Shares. Novartis shares or ADRs and the
subject to any fees charged by the Alcon Shares following the Spin-off
depository banks or custodians. To What are the U.S. federal income will be higher than, equal to or lower
learn more about such fees, please tax consequences of the Spin-off than the market value of Novartis
consult your custodian bank or broker. to me as a U.S. Holder, as defined shares or ADRs if the Spin-off did
above? not occur, i.e., the combined trading
If I currently hold Novartis For a summary of certain U.S. prices of one Novartis share or ADR
ADRs, will I receive Alcon ADRs? federal income tax consequences and 1/5 Alcon Share on or after the
No. All holders of Novartis shares to U.S. Holders, please refer to the Ex Date (representing the number
and ADRs will receive Alcon Shares, section “Overview of Tax Treatment of Alcon Shares to be received per
which will be able to be traded for Novartis Shareholders – United every one Novartis share or ADR
and transferred across applicable States”, p. 24. in the distribution) may be equal to,
borders without the need for greater than or less than the trading
conversion, with identical shares U.S. Holders should consult their price of one Novartis share or ADR
to be traded on the SIX Swiss own tax advisors regarding the before the Ex Date.
Exchange in CHF and on the New specific consequences applicable to
York Stock Exchange in USD. them in connection with their receipt
For further information, Novartis of Alcon Shares in the Spin-off.
ADR holders should refer to the If you sell your Novartis
separate information on how they When will trading in the Alcon shares prior to the Cum
will receive Alcon Shares included Shares start?
in the ADR appendix to this On the Ex Date (see “Indicative Date, close of business,
information brochure. Timeline”, p. 5). Novartis expects to you will not be eligible
announce the final timeline no later
What happens if the number of than two weeks prior to the actual
to receive Alcon Shares
Novartis shares or ADRs held by Ex Date for the Spin-off.
me is not a multiple of 5?
You will receive compensation
for any fractional shares in cash
resulting from the sale of the
How will the Spin-off impact the of its, his or her Novartis shares or if you wish to register your Alcon
Novartis dividend payout? ADRs prior to the close of business Shares following the Spin-off. In
Regardless of the separation of on the Cum Date will receive Alcon case you do not want Alcon to
Alcon, Novartis intends to continue Shares (see “Procedure to Receive receive your data from the Novartis
paying a strong and growing Alcon Shares”, p. 20). If you do not share register, please contact the
dividend in Swiss francs, building wish to hold any Alcon Shares, you Novartis Share Registry during
on the CHF 2.85 per Novartis share will be able to sell all or part of your regular Swiss business hours by
proposed for shareholder approval Alcon Shares received as a dividend telephone at
in the General Meeting. in kind on the SIX Swiss Exchange +41 61 324 72 04 or by email at
or the New York Stock Exchange share.registry@novartis.com.
Can I buy Alcon Shares now? after start of the trading of Alcon
No, currently there is no public Shares. Are there risks associated with
market for Alcon shares (see “Listing owning Alcon Shares?
and Trading of Alcon Shares”, p. 15). Special rules apply to holders Yes. Ownership of Alcon Shares is
of physical share certificates subject to both general and specific
What happens if I sell my Novartis (Heimverwahrer), see “Procedure to risks relating to the business of
shares prior to the Spin-off? Receive Alcon Shares – Holders of Alcon, the industry in which Alcon
If you sell your Novartis shares prior Novartis physical share certificates operates, its ongoing contractual
to the Cum Date, close of business, (Heimverwahrer)”, p. 20. relationships with Novartis and
you will not be eligible to receive its status as a separate, publicly
Alcon Shares or cash payments for I am registered in the Novartis traded company. Ownership
fractional shares. share register. What do I have to of Alcon Shares is also subject
do in order to be registered on the to risks relating to the Spin-off.
Can I elect not to receive Alcon Alcon Share register? Material risks associated with the
Shares? Novartis shareholders registered in Alcon Shares are disclosed in the
No. Provided that the Spin-off the Novartis share register will not Form 20-F on file with the SEC
Distribution is approved at the be automatically registered in the and the SIX listing prospectus,
General Meeting and the conditions Alcon share register, but to facilitate once available (see the “Important
precedent for it are met, each prompt registration following the Information”, inside front cover
Novartis shareholder and ADR Spin-off, Alcon will receive data and “Further Information”, p. 29).
holder that holds or acquires and from the Novartis share register.
does not sell or otherwise dispose Please contact your bank or broker
Further Information
For further information about the Spin-off, Novartis or Alcon, please refer to:
General information on Novartis for investors https://www.novartis.com/investors

General information on Alcon https://www.alcon.com/content/new-alcon-1
Information about the Spin-off in particular https://www.novartis.com/sites/www.novartis.com/
files/alcon-20f-filing-2018.pdf
Novartis e-mail distribution list https://www.novartis.com/news/stay-up-to-date
Novartis financial reports https://www.novartis.com/investors/financial-data
Novartis corporate calendar https://www.novartis.com/investors/event-calendar
Appendix for ADR Holders

This appendix is intended to provide holders of Novartis American Depositary Receipts (“ADRs”) with
supplementary information specifically regarding the receipt of Alcon Shares by ADR holders in the Spin-off,
which is to be read in conjunction with the Novartis Shareholder Information Brochure on the Spin-off
dated January 30, 2019 (the “Shareholder Brochure”).
Definitions not defined herein have the meaning as described in the Shareholder Brochure.
Indicative Timeline for ADR Holders

The Novartis Board of Directors expects that the Spin-off will occur in the first half of 2019. The final dates
are, among other things, dependent on the U.S. Securities and Exchange Commission and Swiss and U.S.
stock exchange approvals and could be materially delayed or not occur at all. Novartis will provide updates as
additional information becomes available.
At the earliest, the proposed Transaction could be completed according to the following timeline, including
the following dates relevant for Novartis ADR holders:
INDICATIVE TIMELINE FOR A POTENTIAL APRIL SPIN 1

Given current uncertainties, such as the impact of the U.S. government shutdown and Brexit, the illustrative spin date below is represented by “April x”
Expected Date Event
February 28, 2019 General Meeting

Approximately 2 weeks Last day for conversion of ADRs into Novartis shares and for registration or de-registration
before April x, 2019 of ADRs with the ADR depositary before completion of the Spin-off 2
April x -1, 2019 close of Cum-dividend date for Novartis ADRs (last day of trading ADRs including the right to receive
business Alcon Shares; the “Cum Date”)
April x -1, 2019 close of Distribution of Alcon Shares to Novartis ADR holders
business or shortly after3
April x, 2019 Ex-dividend date for Novartis ADRs (first day of trading ADRs excluding the right to receive
Alcon Shares; the “Ex Date”) 4
Listing and first day of trading of Alcon Shares on SIX Swiss Exchange (9.00 am CET) and
New York Stock Exchange (9.30 am EST)
Approximately 2 weeks Distribution of net cash proceeds for fractions of Alcon Shares 5
after April x, 2019
1 I ndicative only; earliest possible timeline. Novartis will provide updates as 4 There will not be any “ex-distribution” or “when-issued” trading of ADRs
additional information becomes available. before the Ex Date. This means that Alcon Shares will not trade separately
2 A
pproximately 2 days after April x, 2019 will be the first day for conversion of from Novartis ADRs on the New York Stock Exchange (NYSE) prior
ADRs into Novartis shares and for registration or de-registration of ADRs with to the Ex Date and that any Novartis ADR purchased or sold on the
the ADR depositary after completion of the Spin-off. NYSE prior to and up to and including the Cum Date will include the right to
receive Alcon Shares.
3 A
DR holders should consult with their intermediary or broker concerning
the mechanics of owning Alcon Shares held in street accounts and the date 5 For details regarding the aggregation and sale of fractional shares, please
as of which they can expect to begin trading Alcon Shares through their refer to “Procedure to Receive Alcon Shares – Treatment of Fractions”, p. 21.
intermediary or broker.
Procedure to Receive Alcon Shares

Provided that the General Meeting approves the Spin-off Distribution and the conditions precedent for it are
met, Novartis will distribute to its ADR holders (as well as holders of Novartis shares, as described in more detail
in the Shareholder Brochure), on a pro rata basis, as a dividend in kind, 1 Alcon Share for every 5 Novartis ADRs
held or acquired and not sold or otherwise disposed of by such holders prior to the close of business on the
Cum Date.
If you hold or have acquired and do not sell or otherwise dispose of your Novartis ADRs prior to the close of
business on the Cum Date, you will not be required to take any action.
Computershare Trust Company, N.A., the U.S. ADR distribution agent for Novartis, will send to each registered
holder of ADRs entitled to a fractional share a cash payment in lieu of that holder’s fractional share following the
Spin-off. If you hold your Novartis ADRs through the facilities of the DTC or otherwise through a bank, broker or
other nominee, your custodian, bank, broker or nominee will receive, on your behalf, your pro rata share of the
aggregate net cash proceeds of the sales of fractional shares. No interest will be paid on any cash you receive
in lieu of a fractional share. For more details as to the treatment of fractions in general, please refer to the
section “Procedure to Receive Alcon Shares – Treatment of Fractions” in the Shareholder Brochure.
Registration on Alcon Share Register and Voting

Each registered holder of Novartis ADRs that receives Alcon Shares will be automatically registered in the
Alcon U.S. share register maintained by Computershare Trust Company, N.A. as a shareholder without voting
rights. In order to be able to vote your Alcon Shares, however, you will need to apply for registration with voting
rights.
If you hold your Novartis ADRs through the facilities of the DTC or otherwise through a bank, broker or other
nominee, your custodian, bank, broker or nominee will receive, on your behalf, Alcon Shares and you will not
be registered in the Alcon share register. Please contact your bank or broker if you wish to vote your Alcon
Shares following the Spin-off or have them directly registered on the Alcon U.S. share register maintained by
Computershare Trust Company, N.A.
Tax Treatment
Generally, the tax treatment to Novartis ADR holders will be the same as for Novartis shareholders with respect
to the Spin-off for Swiss tax and U.S. federal income tax purposes. Please refer to the section “Overview of Tax
Treatment for Novartis Shareholders” in the Shareholder Brochure for more details.
Q&A
For general questions regarding the What will happen to my Novartis versa is expected to be approxi
Spin-off, please refer to the section ADRs following the Spin-off? mately two weeks before the Ex
“Q&A” in the Shareholder Brochure. There will be no change as to the date. This date would also be the
trading of Novartis ADRs after the last date for Novartis ADR holders to
When will ADRs cease to trade Spin-off, they will continue to trade directly register or de-register their
including the right to receive on the New York Stock Exchange Novartis ADRs with the Novartis
Alcon Shares? under the ticker symbol ‘‘NVS’’. ADR depositary, J.P. Morgan, before
The last day of trading of Novartis Novartis expects the trading price the completion of the Spin-off. From
ADRs including the right to receive of Novartis ADRs immediately two days after the Ex Date, holders
Alcon Shares on the New York following the Ex Date to be lower of Novartis ADRs will again be able
Stock Exchange will be the Cum than the trading price immediately to convert their Novartis ADRs into
Date. This means that any Novartis prior to the Ex Date because the Novartis shares and directly register
ADRs that you hold or acquire and trading price will no longer reflect or de-register their Novartis ADRs
do not sell or otherwise dispose of the value of the Alcon business. with J.P. Morgan.
prior to the close of business on the
Cum Date will include the right to What do I have to do to receive
receive Alcon Shares. Alternatively, Alcon Shares?
if you purchase a Novartis ADR on Novartis ADR holders will not
or after the Ex Date, the Novartis be required to take any action,
ADR will reflect an ownership pay any cash, deliver any other
interest solely in Novartis and will consideration, or surrender any
not include the right to receive any Novartis shares or ADRs in order to
Alcon Shares in the Spin-off. receive Alcon Shares.
What happens if I sell my Novartis How does the Spin-off impact

ADRs prior to the Spin-off? conversion of Novartis ADRs into
If you sell your Novartis ADRs prior Novartis shares?
to the Cum Date, close of business, The last date on which Novartis
you will neither be eligible to receive ADR holders can convert their
Alcon Shares nor cash payments ADRs into Novartis shares before
for fractional shares. completion of the Spin-off and vice
Contact Novartis Investor Relations
Phone +41 61 324 79 44
Email investor.relations@novartis.com
Contact Alcon Investor Relations

Phone +1 817 615 2789
Email investor.relations@alcon.com
Alternatively, contact your custodian bank or broker for further information.
Copies of this brochure, any amendments thereto, and copies of the invitation
to the General Meeting are available free of charge from Novartis AG, Share
Registry, Forum 1-P.75, 4002 Basel, Switzerland, fax: +41 61 324 32 44, e-mail
share.registry@novartis.com. This brochure and any amendments thereto are
made available on the website of Novartis AG (www.novartis.com/investors/
shareholder-information/annual-general-meeting).

2019 Novartis Agm Alcon en

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PROPOSED SPIN-OFF OF ALCON | A

Proposed Spin-off of Alcon

We look forward to your support as a future Alcon share­holder.

Novartis will distribute the Alcon Shares to its

INDICATIVE TIMELINE FOR A POTENTIAL APRIL SPIN 1

Expected Date Event

February 28, 2019 General Meeting

Title ISIN Ticker Symbol Security Number (Valor)

SOME FACTS ABOUT ALCON 1

For the year ended December 31, 2017

of multi-purpose and hydrogen peroxide disinfecting

The broad range of Alcon products represents one

categories in the ophthalmic surgical and vision

brand name is synonymous with innovation, quality,

Alcon employs over 20 000 employees from more

Markets Alcon Operates In

PARTS OF THE EYE AND OCULAR DISORDERS RESULTS IN

1945 1977 2001 2008

Nestlé 25% shares sold to Novartis

2010 2011 2016 2018

Remaining 52% of Nestlé’s Ophthalmic pharma- Proposed Spin-off

Certain Key Financial

ALCON NET SALES TO THIRD PARTIES BY SEGMENT AND GEOGRAPHY

Vision care Surgical International U.S.

ALCON KEY CORE FINANCIAL DATA

Net sales to third parties 5 360 5 025 7 6 6 785 6 589 3 3

Core gross profit 3 415 3 139 9 7 4 211 4 123 2 3

Core gross profit margin (%) 63.7 62.5 62.1 62.6

Core operating income 953 816 17 15 1 086 1 128 (4) (1)

Core operating income margin (%) 17.8 16.2 16.0 17.1

Overview of the Organizational

Ines Pöschel David Murray, Chief Financial Officer

Corporate Calendar • Directly registered shares held through

RATIONALE FOR THE SPIN-OFF

Enhanced strategic and

Creation of a more nimble medical

Distinct investment Identity

More efficient allocation of capital

Direct access to capital markets

Rationale for the Spin-off

Required Steps for the Key Terms of the Separation

Proposal of the Board of

The full text of the proposal of the Board of Directors of Novartis AG is

Proposal of the Board of Directors to the General Meeting

The Distribution is subject to the following conditions precedent:

Provided that the General

Overview of the Tax

No Swiss federal withholding tax will be levied on the

Certain Financial Information

Core results of eliminating two exchange rate effects so that an

RECONCILIATION OF CORE TO IFRS RECONCILIATION OF CORE TO IFRS

(in USD million) (in USD million)

2018 2017 2017 2016 2018 2017 2017 2016

Core gross Core operating

The Spin-off will enhance

General information on Novartis for investors https://www.novartis.com/investors

Appendix for ADR Holders

Indicative Timeline for ADR Holders

INDICATIVE TIMELINE FOR A POTENTIAL APRIL SPIN 1

We look forward to your support as a future Alcon shareholder.

Corporate Calendar • Directly registered shares held through