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Expert Corporate Governance Service (ECGS)
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Novartis - February 28, 2019

ITEM 7.2 - Binding prospective vote on the total remuneration of the executive management. The total remuneration package requested for 20 expected members of the executive management is CHF 92 million for the 2019 financial year. Ethos cannot approve such an amount so far in advance, as performance targets have not yet been set. Also, the potential maximum variable remuneration (950% of base salary for the CEO) significantly exceeds the limit set in Ethos' guidelines. Ethos recommends to OPPOSE (points 4.6.a and 4.6.d of Ethos' guidelines).

ITEM 8.12 - Elect Mr. Patrice Bula. He holds an excessive number of mandates. Ethos recommends to OPPOSE (point 2.1.c of Ethos' guidelines).

ITEM 9.5 - Elect Mr. Patrice Bula to the remuneration committee. As Ethos did not support the election of Mr. Bula to the board of directors, he cannot be elected to the committee. Ethos recommends to OPPOSE (point 2.4.a of Ethos' guidelines).

ITEM 10 - Election of the auditors. The audit firm has been in office for 23 years, which exceeds Ethos' guidelines. Ethos recommends to OPPOSE (point 3.1.b of Ethos' guidelines).

Underlying
Novartis AG

Novartis is a multinational healthcare group based in Switzerland. Co. provides healthcare solutions that address the evolving needs of patients and societies worldwide. Co.'s broad portfolio includes innovative medicines, eye care products and cost-saving generic pharmaceuticals. Co.'s operations are organized along three operating divisions: Innovative Medicines Division; Sandoz Division; and Alcon Division. Co.'s operations are supported by the Novartis Institutes for BioMedical Research and Novartis Business Services.

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Proxinvest
Proxinvest

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