Exhibit 4.1 

		i)	The adoption of resolutions concerning the implementation of changes in share capital to the extent that such power is vested in the Board of Directors, as well as resolutions concerning the confirmation of changes in share capital and respective amendments to the Articles of Incorporation; and
		j)	All further non-delegable and inalienable duties of the Board of Directors provided for by the law.

	3	Compensation (to non-executive members of the Board of Directors and to members of the Executive Committee) may be paid or granted in the form of cash, shares, other benefits or in kind. Compensation to members of the Executive Committee may also be paid or granted in the form of financial instruments or similar units. Compensation may be paid by the Company or companies controlled by it. The Board of Directors determines the valuation of each compensation element on the basis of the principles that apply to the establishment of the compensation report.
		Article 32
Variable compensation	1	The variable compensation paid or granted to the members of the Executive Committee in a certain year shall consist of compensation elements from short- and long-term compensation plans (as defined in this Article 32).
	2	The short-term compensation plans are based on performance metrics that take into account the performance of the Novartis Group   and/or parts thereof, and/or individual targets. Achievements are generally measured based on the one-year period to which the short-term compensation relates. The short-term compensation pay-outs shall be subject to caps that may be expressed as predetermined multipliers of the respective target levels.
	3	The long-term compensation plans are based on performance metrics that take into account strategic objectives of the Novartis   Group (such as financial, innovation, Shareholder return and/or other   metrics). Achievements are generally measured based on a period of not less than three years. The long-term compensation pay-outs shall be subject to caps that may be expressed as predetermined multipliers of the respective target levels.
	4	The Board of Directors or, to the extent delegated to it, the Compensation Committee determines performance metrics, target levels, and their achievement.
	5	The Board of Directors or, to the extent delegated to it, the Compensation Committee determines grant, vesting, blocking, exercise and forfeiture conditions of the compensation; they may provide for continuation, acceleration or removal of vesting and exercise conditions, for payment or grant of compensation assuming target achievement or for forfeiture in the event of predefined events such as death, disability, retirement or termination of an employment or mandate agreement.

Exhibit 4.5

Novartis AG

Long Term Incentive Plan

Adopted by the Board of Directors on January 22, 2014 and amended thereafter with latest adjustments made on December 18, 2025 with effect in relation to awards made on or after January 1, 2026.

Contents 

NOVARTIS AG LONG TERM INCENTIVE PLAN

The purpose of the Plan is to enhance the alignment of the Participants in the Plan with the interests of the Company and its shareholders and to foster long term value creation.

The Rules govern the grant of Awards under the Plan and any sub-plan of the Plan, including the Long Term Performance Plan, the Business Unit Performance Plan, Select 2015 and other forms of long term incentive awards (including special, off cycle and ad hoc awards).

The Board may select any Eligible Employee to be granted an Award.

Subject to any Dealing Restrictions which prevent Awards being granted, the Board may grant Awards at any time during a Grant Period.

In respect of any Award (whether Restricted Stock, Restricted Stock Units, SARs or other form of award) the Board will determine:

In order to determine the minimum, target and maximum number of Shares or ADIs subject to or linked to an Award, the Board shall:

Notwithstanding Rule 18 (amendment and termination of the Plan), the Board may change a Performance Condition applicable to an outstanding Award if there are circumstances which cause the Board to consider that an altered performance condition would be a fairer measure of performance. Any such altered Performance Condition must be, in all material respects, no easier and no harder to satisfy than the original Performance Condition.

Each Award as such will be granted by resolution of the Board and subsequently legally offered by the respective Employer of the Eligible Employee.

Each Participant shall receive a notice of the grant of an Award (either electronically or in hard copy) in such form as the Board shall determine from time to time.

In relation to any Award the Participant is required to accept the grant of the Award to them by providing such acceptance via the service provider’s online interface (or in such form as the Board shall determine from time to time) as well as, if required, complete and update the CRS FACTA documentation via the service provider’s online interface at the latest within 6 months after he received the notice of the grant of the Award. The Board may determine that the Participant will be reminded of these prerequisites for participation in the Plan. If a Participant does not provide such acceptance and/or CRS FATCA documentation in time (and, if any, after reminders), any Awards granted shall lapse or, in the case of Restricted Stock, the Shares under that Award shall be forfeited without compensation, unless the Board determines otherwise.

Alternatively, the Board may determine that a Participant who receives an Award is deemed (as of the time of receipt) to have accepted the grant and agreed to the Rules (including applicable Schedules) and the terms set out in the notice of the grant of the Award. If this is the case, a Participant may reject his Award within 14 days of receiving the notice of grant of that Award (or such longer period as the Board permits or is otherwise required by law). If a Participant does so reject his Award, then immediately on such rejection that Award shall lapse or, in the case of Restricted Stock, the Shares under that Award shall be forfeited.

The Board may establish such schedules to the Rules as it considers necessary or appropriate. Such schedules may be included in the Plan in such a way that they create special rules applicable to certain Eligible Employees or categories of Eligible Employees and/or to constitute sub-plans to the Plan for Eligible Employees inside and outside Switzerland.

Awards shall be subject to all applicable policies and procedures adopted by the Company from time to time, including without limitation the policies entitled “Policy for the treatment of awards in the event of a new hire, modified target, assignment or transfer within the Company” and “Policy for the grant of equity awards under the Novartis AG Long Term Incentive Plan in circumstances where an employee may leave the Company or has received an unsatisfactory performance or behaviour assessment”.

The Board decided to delegate the following powers with regard the Plan, to the Employer, who decides after consultation with the Global Rewards &/or Global Legal teams at their discretion:

The Board decided to delegate the implementation and execution of the Plan, including making non-material changes to the Rules themselves, to the Global Rewards &/or Global Legal teams.

A Participant holding an Award of Restricted Stock Units or SARs shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of such an Award unless and until the Shares comprising the Award are transferred to or acquired by the Participant.

The Board in relation to an Award of Restricted Stock may determine that the Participant must agree to surrender or waive any right to vote, receive dividends or any other rights of a shareholder in respect of such Award.

If the Board determines that an Award carries Dividend Equivalents:

For the avoidance of doubt, the amount of a dividend, for these purposes is the amount of the gross dividend before taxes.

For the purposes of this Rule 3, “market value” shall be determined by the Board on each relevant occasion.

Unless otherwise determined by the Board at any time or times, a Participant is not entitled to receive Dividend Equivalents with respect to the time period between the Vesting Date and the date that the relevant Shares are transferred to or acquired by him or payment in respect of the Award is made.

Vesting of Awards under the Plan, transfer of Shares or ADIs or payment of cash is subject to any Rules or law that may require otherwise, including Rule 4.6 (dealing restrictions), Rule 4.8 (delivery of Shares or ADIs to a deposit account), Rule 5 (lapse or forfeiture of Awards) and Rule 9 (clawback).

The Board shall determine the number of Shares (or amount of cash in respect of a SAR) comprising an Award that shall Vest on any particular day or days. Furthermore, the Board shall confirm the Performance Condition as satisfied and the appropriate performance payout factor, if there is any applicable.

Subject to satisfying applicable Performance Conditions to which the Award is subject and the exceptions set out in the Rules, an Award shall Vest on the Vesting Date (or, if there is more than one Vesting Date, as to the relevant number of Shares or relevant cash entitlement in the case of SARs on each Vesting Date).

As soon as administratively possible, the Vested Award(s) will be visible to the Participant via the service provider’s online interface. For the avoidance of doubt, this may be some time after the actual Vesting Date.

As soon as administratively practicable and legally possible after the Vesting and subject to the Board’s confirmation of the satisfaction of the Performance Condition and the appropriate performance payout factor, if there is any applicable, the Company shall transfer the number of Shares (or pay or procure to be paid a cash sum if the Board has determined that the RSU is to be settled in cash) in respect of which the Award has Vested to the Participant.

As soon as administratively practicable after the Vesting, the restrictions applicable to the relevant Restricted Stock under the Plan shall cease to apply to the extent such Restricted Stock Vests.

As soon as administratively practicable and legally possible after the Vesting and subject to the Board’s confirmation of the satisfaction of the Performance Condition and the appropriate performance payout factor, if there is any applicable, the Company or the Participant’s Employer shall pay to the Participant a sum equal to growth in the market value (as determined by the Board) of the number of Vested notional Shares comprising each SAR.

If the Vesting of an Award is prevented on any date by a Dealing Restriction, the Award shall Vest on the first day it is not so prevented.

If the transfer of Shares or ADIs (or payment of cash) on or following Vesting is prevented by a Dealing Restriction, the period for such transfer or payment shall start from the first date on which it is no longer so prevented.

Shares received by a Participant on or following Vesting may be subject to Dealing Restrictions. Subject to any such restrictions, a Participant may sell (or may be required to do so) a sufficient number of such Shares to meet Taxation (as defined in Rule 10 (tax, social security and other charges)).

Any fractional number of Shares which arises for any reason under the Plan shall be aggregated as at the Vesting Date and rounded up to the nearest whole Share (or, in the case of a SAR, notional Share), unless the Board determines otherwise.

Subject to Board determination otherwise, all Shares and ADIs transferred to Participants under the Plan shall be transferred to and registered in one single securities account (Securities Deposit Account) held in trust by such service provider as is nominated from time to time by the Company.

If a Participant Ceases Employment, the Participant must dispose of or, if possible, transfer from the Securities Deposit Account to a private securities account all of the Shares or ADIs managed by the service provider within the period of three months. If that is not done, the service provider will sell all of the Shares at market value without delay on behalf of the Participant or the Participant’s successor and transfer the proceeds less costs of sale to the Participant’s last known salary account and such transfer is in full and final satisfaction.

If a Participant Ceases Employment due to death, the period within which the Participant’s personal representative or successor in title must dispose of or transfer the Shares is twelve (12) months or such longer period as the Board may determine.

If the Company’s contract with the service provider for administration of the Plan ends in circumstances where the Plan continues, the Company will make arrangements for appropriate services to be provided by another service provider that the Company shall instruct at its sole discretion. In such circumstances, each Participant must give all notices and take all steps necessary to end the trust or custody agreement with the old service provider and appoint a new service provider.

The procedures specified above may be altered and other procedures established by the Board.

Subject to Rule 4.10, the Board may determine or a Participant may elect at any time (in such form as the Board requires) that Shares or ADIs transferred or to be transferred to him under the Plan are or will be held in the Securities Deposit Account for a fixed period of time (the Lock-In Period) during which time such a Participant may not alienate such Shares or ADIs or create any security interest in or encumbrance on such Shares except as may be necessary for the proper administration of the Plan. During the Lock-In Period, the Participant is entitled without restriction to the dividend and voting rights associated with the Shares or ADIs the Participant acquired.

The Board may decide to satisfy an Award (including any Dividend Equivalents) by:

Subject to Board determination otherwise, Awards lapse or in the case of Restricted Stock are forfeited on the earlier of:

Furthermore, the Board may decide to deem that Awards lapse or in the case of Restricted Stock are forfeited if the Participant grossly negligently or intentionally violates his obligations resulting from his employment with his Employer, e.g. breach of confidentiality.

This Rule 6 applies where a Participant Ceases Employment.

Notwithstanding any other part of this Rule 6, the Board may, in its discretion with no obligation to do so, allow (on such terms as the Board decides, including, without limitation, the Participant first executing and not revoking a general release of claims acceptable to the Company) a greater proportion of an Award to Vest and/or accelerate the time at which Vesting occurs and/or treat a Participant who has Ceased Employment as having done so within Rules 6.3, 6.4 or 6.6.

In the event that Awards are outstanding pursuant to Rules 6.3 or 6.4 and the Participant dies prior to the Vesting of those Awards, then Rule 6.6 shall apply.

Unless Rule 6.3, Rule 6.4 or Rule 6.6 applies, an Award that has not Vested will lapse or be forfeited on the day the Participant Ceases Employment.

If a Participant Ceases Employment because of Retirement with the agreement of the Participant’s employer, his Award shall, subject to Rule 6.5 and, if so determined by the Board, the Participant first executing and not revoking a general release of claims acceptable to the Company, Vest on the Vesting Date to the extent the Performance Conditions have been met PROVIDED ALWAYS THAT if the Cessation of Employment in respect of which this Rule 6.3 applies occurs on or before the first anniversary of the Grant Date then the extent to which such Award Vests shall be reduced to take account of the proportion of the Performance Period as has elapsed when the Cessation of Employment occurs.

If a Participant Ceases Employment because of:

his Award shall, subject to Rule 6.5 and, in relation to Rule 6.4(a) and if so determined by the Board, the Participant first executing and not revoking a general release of claims acceptable to the Company, Vest on the Vesting Date in respect of a proportion of the Award (corresponding to such proportion of the Performance Period as has elapsed when the Participant Ceases Employment (notwithstanding Rule 6.1)) to the extent the Performance Conditions have been met provided that the Board may determine in the case of leaving for reasons set out in Rule 6.4(b) or Rule 6.4(c) that some or all of the Awards held by relevant Participants shall be exchanged in accordance with Rule 7.2 (exchange of awards).

Where either Rule 6.3 or 6.4 applies such that Awards are retained by the Participant following Cessation of Employment, the following shall also apply: In the event that the Participant, in the period commencing on such cessation and ending immediately following the relevant Vesting Date, becomes an employee or director (or otherwise provides services to) a Competitor, other than as a direct result of an event within Rule 6.4(b) or Rule 6.4(c), the Awards held by that Participant shall immediately lapse (or in the case of Restricted Stock, shall be immediately forfeited).

Notwithstanding the foregoing, if the Participant Ceases Employment under Rule 6.3 and subsequently becomes a non-executive director of a Competitor – excluding those within the Company's comparator peer group in the global healthcare industry, as listed in Schedule A – the Participant’s Awards shall not lapse (or, in the case of Restricted Stock, shall not be forfeited). This exception applies solely and exclusively to this expressly defined circumstance.

If a Participant Ceases Employment as a result of his death or Disability then Awards held by that Participant shall Vest immediately:

In case of a Participant’s death, upon notice to the Company his personal representative or successor in title shall be entitled to, if any, the Vested Awards. Settlement of these Vested Awards to the Participant’s personal representative or successor in title excludes any other potential claims of the Participant’s estate with regards to the Plan.

If Rule 6.3 or 6.4 apply, all Awards held by the Participant will remain blocked until the end of the Mandatory Blocking Period and/or, where applicable, until the end of any Additional Blocking Period.

If a Participant Ceases Employment as a result of his death or Disability all Mandatory and Additional Blocking Periods shall cease to apply immediately.

If a Change of Control occurs or is anticipated to occur, unvested Awards shall Vest at the effective time of such Change of Control (or such earlier date or time that the Board may determine) as follows:

PROVIDED ALWAYS THAT if, in respect of an Award, the Change of Control in respect of which this Rule 7.1 applies occurs on or before the first anniversary of the Grant Date then the extent to which such Award Vests shall be reduced to take account of the proportion of the Performance Period as has elapsed when the Change of Control occurs.

Notwithstanding the preceding paragraph of this Rule 7.1, the Board may in its discretion with no obligation to do so, allow a greater proportion of an Award to Vest.

Alternatively, the Board may determine that some or all Awards will be automatically exchanged under Rule 7.2 or may allow Participants to choose Vesting and/or exchange.

If an Award is exchanged, then:

If the Board becomes aware that the Company is or is expected to be affected by any variation of share capital, rights issue, sub-division, consolidation or reduction of share capital, demerger, distribution (other than an ordinary dividend), liquidation or other event (other than a Change of Control) which, in the opinion of the Board, could affect the current or future value of Shares, the Board may:

The rights and obligations of a Participant under the terms of his or her office, employment or contract are not affected by becoming a Participant. These Rules do not form part of, and will not be incorporated into, any contract between a Participant and any member of the Company.

Participants do not have any right to continued employment with the Company as a result of participating in the Plan, nor are they entitled to any compensation or damages if any benefit under the Plan is reduced or cancelled as a result of applying the Rules.

Selection as a Participant refers only to the participation for the one grant year and does not guarantee a right of participation in the Plan in any subsequent year.

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Eligible Employee or a Participant.

The Plan is discretionary and is not part of the any employment contract with the Employer or with the Company. Neither does the Plan create any contract between the Participant and Company, nor does the Plan give rise to a claim or legal entitlement to compensation for the Participant. The Plan may be changed or cancelled by the Board in its absolute discretion. Any future Awards may therefore be changed or cancelled at any time.

Participants must adhere at all times to applicable laws, the Articles, the Company’s organisational regulations, the Code of Ethics and all applicable Company or Employer policies, procedures and guidelines (including without limitation the “Malus and clawback” practice). If a Participant fails to comply with any such laws, Articles, regulations, Code of Ethics, policies, procedures and/or guidelines in material respects then the Board may determine that:

Furthermore, all Executive Officers, as defined in the Novartis AG Policy Governing the Recovery of Erroneously Awarded Compensation (“Policy”), which has been adopted by the Board of Directors of Novartis AG to comply with the requirements of United States Securities and Exchange Commission Rule 10D-1 and Section 303A.14 of the New York Stock Exchange Listed Company Manual, will be subject to all of the terms and conditions of that Policy, as amended from time to time.

The Participant indemnifies each member of the Company against all taxes, social security contributions and other levies for which he is responsible that arise in connection with an Award (together “Taxation”).

If a member of the Company must settle Taxation on behalf of the Participant, where such duties are permitted and/or required by applicable laws, regulations or policies (e.g. tax equalization policies) to be deducted from the Participant’s net pay, the member of the Company shall withhold such amount from the current and/or subsequent payrolls and make such arrangements as is considered necessary for such a deduction.

If the available amounts of net pay are not sufficient, the Participant shall be obliged to forward a payment in the appropriate amount to the member of the Company or another designated legal entity to cover the amount of duties.

At the member of the Company’s discretion, a number of Shares in respect of which the Award has Vested to the Participant may be sold (Sell-to-Cover) or withheld (Withhold-to-Cover) in order to settle any Taxation. For this purpose, the Participant expressly authorizes the service provider, the Company and the Employer to sell or withhold Shares in an amount that is necessary to cover the Taxation.

The Company and/or the Employer may make such arrangements which it or they consider necessary to meet any liability to pay or account for Taxation (including selling sufficient Shares to meet such liability and accounting for the proceeds of sale to the Company or the Employer). The Participant will promptly do all things necessary to facilitate any such arrangements. Vesting and the transfer of Shares to him can be delayed until he does so.

Unless specifically permitted under the Plan or with the prior written consent of the Board, Awards or any rights in respect of any Award may not be transferred, assigned or otherwise disposed of. If Awards (or any rights in respect of Awards) are transferred, assigned or otherwise disposed of or if the Participant becomes bankrupt, they shall lapse or be forfeited immediately.

The Company may (but need not) send to any Participant any documents which the Company sends to its shareholders.

The exercise of any power or discretion, including refraining from exercise, of the Board concerning the Plan or any Award is absolute and unlimited and may be reasonably exercised at any time, subject always to the principle of good faith. When the Board exercises any of its powers or discretions in a way that will impact a Participant, the Board may (but need not) inform the relevant Participant in such manner as the Board shall determine.

Any decision of the Board in connection with the Plan, the interpretation of the Plan and any related documents and in connection with any dispute relating to the Plan will be final and binding.

The Plan shall be administered by the Board.

The Board may make and vary regulations and policies for the administration and operation of the Plan.

The Board has the right to delegate its powers related to this Plan.

For the avoidance of doubt, Awards under the Plan are not pensionable and do not count in relation to the calculation of benefit under programs such as life cover, income protection or continuation, medical or such other benefits as the Board may determine.

Any notice or other communication under or in connection with the Plan or any Award may be given:

Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting. Items sent by electronic mail or other electronic means shall be deemed to have been received at the expiration of 24 hours from when they were sent.

The Board may decide the accept notices given by Participants if received after any time stipulated for receipt.

As required by local laws and regulations, Participants are informed about the processing of their personal information in connection with an Award and the general administration of the Plan by the Company and any of their advisers or agents and to the transmission of any such information to other jurisdictions.

The Board may at any time change the Plan (including amending or adding schedules to the Plan) in any way. Changes may affect Awards already granted provided always that, unless required by law, no such change may be made which is to the material disadvantage of a Participant without that Participant’s prior written consent. The Board shall give notice of any changes to any Participant. The Board may terminate the Plan at any time. Termination will not affect existing Awards.

The Plan is subject to all applicable laws and the Company’s Articles. If such law or the Articles require, the terms of any provision of the Plan and any Award (including any outstanding Award) shall be interpreted and/or amended and applied to the extent required to comply fully with such law or the Articles.

The Plan, in particular, is subject to any mandatory provisions of Swiss law pertaining to compensation of governing bodies derived from article 95 paragraph 3 of the Swiss Federal Constitution and the related implementing legislation (the “Swiss Code Obligation”). Any interpretation and/or amendment necessary in respect of any provision of the Plan or any Award as a result of applicable law and/or the Articles (whether currently in force or in the future) to the detriment of the Participant shall not give rise to any claims by or other rights whatsoever of the Participant. This applies in particular if the annual general meeting of the Company does not approve the compensation of the Participant which is subject to approval under the Swiss Code of Obligation.

If a Participant (other than a Participant whose benefits are provided under the United States Schedule) is subject to the United States Internal Revenue Code (“US Code”) (a “US Participant”), and if benefits under this Plan for such US Participant are not exempt from US Code Section 409A, it is intended that to the maximum extent permitted under all applicable law this Plan will be interpreted and administered to conform to the requirements of US Code Section 409A as they apply to such US Participant.

In furtherance of this intent, to the extent that any portion of the benefits provided under the Plan constitutes a “deferral of compensation” under United States Treasury Regulation Section 1.409A-1(b):

By accepting any award or grant of securities under this Plan, Participants shall be deemed to represent and warrant to the Company that such Participant’s participation in the trade and acceptance of such securities is voluntary and that such Participant has not been induced to participate by expectation of engagement, appointment, employment or continued engagement, appointment or employment, as applicable.

The Plan is governed by and construed in accordance with the laws of Switzerland, under express exclusion of any provisions of conflict of laws.

The Board may resolve conclusively all questions of fact or interpretation concerning the Plan and has the authority to resolve any dispute of any kind that arises under or in connection with the Plan. In the event a dispute escalates to require resolution by a court, the dispute will exclusively be resolved by the Courts of Basel, Switzerland.

In this Plan and in the Schedules to the Plan, unless otherwise required by the Rules:

ADIs means American depositary instruments being either American Depositary Shares or American Depositary Receipts of the Company as specified in the Grant Notice.

Articles means the articles of incorporation of the Company as amended from time to time.

Award means an award under the Plan (which may be an award of Restricted Stock Units, Restricted Stock, Stock Appreciation Rights or such other form of award referable to the Company’s equity as the Board may determine).

Board means the Company’s Board of Directors or, to the extent permitted by applicable law, the Board’s delegate or, following a Change of Control, those persons who comprised the Board immediately prior to such Change of Control.

Cessation of Employment occurs, for the purposes of the Plan, when a Participant ceases to hold an office or employment with any member of the Company PROVIDED THAT a Participant will not be treated as Ceasing Employment in circumstances in which that Participant is on a leave of absence where the Participant’s right to re-employment is guaranteed either by statute or contract and employment is not otherwise terminated during such leave of absence (in which case the Participant will Cease Employment at the time of such termination) and similar terms, such as “Ceases Employment” or “Ceasing to be Employed”, shall be construed accordingly.

Change of Control means any of the following:

provided that an Internal Reorganisation shall not be a Change of Control.

Code of Ethics means the code of ethics adopted by the Company which describes the fundamental principles concerning ethical business conduct as amended from time to time.

Company means Novartis AG.

Competitor means any company or other organisation that is either or both:

The intent of identifying Competitors under this Plan is, and always has been, to be inclusive of all subsidiaries and affiliates of each such Competitor, and with respect to organisations that are in competition with the Company or in relation to products and/or clinical areas, is also inclusive of investors (including without limitation venture capital and private equity funds or management companies) that “significantly” invest in companies or other organisations that are engaged in activities that are in competition with the Company or in relation to products and/or clinical areas (“Investors”). For these purposes, a company or organisation shall be considered to be an Investor if the Board determines, in its sole and exclusive discretion, that such company or organisation makes significant investments in areas that are in competition with the Company or in relation to products and/or clinical areas. The determination of whether an Investor significantly invests in companies or other organisations that are engaged in activities that are in competition with the Company or in relation to products and/or clinical areas, and therefore is a “Competitor” for the purpose of this Plan, is within the complete, sole and unfettered discretion of the Board, which it can determine at any time without prior notice to plan participants.

Notwithstanding the foregoing, for the purposes of this Plan, a company or other organisation (including an Investor) shall not be deemed to be a “Competitor” if it is active in (or for Investors, does not invest in any products and/or clinical areas that are in competition with the Company or in relation to products and/or clinical areas) no jurisdiction (or, in connection with products or services, for delivery, sale, marketing, or development in no jurisdiction) in which the Company does business. For these purposes, “jurisdiction” means country.

If any part of the definition of “Competitor” is held to be void but would be valid if part of the wording were deleted or reformed, the definition of “Competitor” shall apply with such deletion or revision as may be necessary to make it valid and effective.

Dealing Day means a day on which the Swiss Exchange (SIX) or, in relation to ADIs, the national securities exchange in the US on which ADIs are listed, is open for business.

Dealing Restrictions means restrictions on the dealing in Shares or the grant of Awards imposed by any law, regulation or Code of Practice (including the Novartis Global Insider Trading Policy, as amended or replaced from time to time) or otherwise.

Disability means the Participant is permanently incapable of performing his duties and responsibilities due to illness or accident, in accordance with applicable law, or in the absence of such applicable law, as determined by the Board.

Dividend Equivalents means a right to cash or Shares as described in Rule 3.

Eligible Employee means any member of the Executive Committee and the Corporate Executive Company or any employee or group of employees of the Company as the Board shall determine.

Employer means the member of the Company by or in which the Participant is or, where the context so admits, was an office holder or employed.

Grant Date means the date an Award is made as specified in the Grant Notice.

Grant Notice means a grant notice provided to a Participant in accordance with the Rules.

Grant Period means the period of 42 calendar days commencing:

Internal Reorganisation means any event, offer, scheme, share purchase, merger or arrangement whereby:

Lock-In Period has the meaning set out in Rule 4.9.

Market Value means in relation to a Share or ADI (as appropriate) on any given day:

Participant means an Eligible Employee who is selected by the Board to participate in the Plan and is employed by the Company at the Grant Date.

Performance Condition means the condition (whether performance, time based or otherwise) set out in any Schedule or such other condition as the Board determines from time to time.

Performance Period means the period over which the Performance Conditions are measured, as determined by the Board.

Plan means the Novartis AG Long Term Incentive Plan.

Restricted Stock means an award of Shares subject to restrictions in accordance with the Plan.

Restricted Stock Units means a right to receive Shares or cash under the Plan (but subject to Rule 4.10 (cash and ADI alternative)).

Retirement means the Cessation of Employment:

Rules mean the rules of the Plan (including all Schedules).

Schedule means a schedule to the Rules.

Service means the period of continuous employment with the Company ending with the relevant Cessation of Employment for the purposes of the Plan PROVIDED ALWAYS THAT the Board may determine that prior periods of employment with the Company and/or periods of employment with entities outside the Company (but which are subsequently acquired by the Company) may be taken into account.

Share means a registered share of the Company with a par value of CHF -.50 or, in the case of SARs, notional Shares.

Stock Appreciation Rights or SARs means an award under the Plan, the future value of which is based on the increase in the value of Shares (from the base value set by the Board at the time an Award is made) which notionally comprises each SAR from the relevant Grant Date.

Vesting means:

and “Vest” shall be construed accordingly.

Vesting Date means the date an Award vests as determined by the Board and specified in the Grant Notice.

Unless the context requires otherwise: words importing the singular include the plural and vice versa; the masculine includes the feminine and vice versa; the word “includes” is not a word of limitation; references to “Schedule” shall refer to the appropriate Schedule to the Plan; headings and boldings are for convenience only and do not affect the interpretation of these Rules.

SCHEDULE A
NOVARTIS COMPETITORS

Where a Participant who retains his or her Awards following termination of Employment according to Rule 6, becomes an employee or director or otherwise provides services to a Competitor as listed or described below (and as defined in Rule 21.1), then all unvested Awards and/ or unexercised Stock Options shall immediately be forfeited under that Rule 6.5 (provided that such Rule 6.5 is applicable to the Award in question):

Each company and organisation identified above is, as it always has been, intended to include all of its subsidiaries and affiliates.

SCHEDULE 1
LONG TERM PERFORMANCE PLAN

Where Awards are granted under the Long Term Performance Plan (the LTPP), then the Rules of the Novartis AG Long Term Incentive Plan (LTIP) shall apply subject to the terms set out in this Schedule.

The Performance Period is the three-year period over which the Performance Conditions are measured ending on 31 December of the year preceding the year in which the Vesting Date of the relevant LTPP Award occurs or such other period as the Board shall determine as set out in the relevant Grant Notice.

LTPP Awards are subject to Performance Conditions relating to Net Sales Growth, Core Operating Income Growth and Innovation. Each of the Performance Conditions is subject to an equal weighting percentage of an LTPP Award.

The maximum number of Vested LTPP Awards is 200% of the Awards determined in the Grant Notice before any Dividend Equivalents (with the caps applicable to each specific Performance Condition detailed below). To achieve this maximum, each Performance Condition should have a Performance Factor of 200% i.e. one Performance Conditions cannot compensate for the loss of another.

Net Sales Growth Performance Condition

For the purposes of this Schedule:

“Base Net Sales” means net sales of the Company for the Financial Year ended 31 December preceding the Grant Date as determined from time to time by the Board; and

“Net Sales Growth CAGR” means compound annual growth in net sales over the Performance Period as determined from time to time by the Board and expressed as the percentage change in comparison with the Base Net Sales, which is defined above.

The number of LTPP Awards that are subject to the Net Sales Growth Performance Condition Vesting on the Vesting Date is determined by multiplying the number of granted LTPP Awards that are subject to that Performance Condition with the Net Sales Growth Performance Factor. The Net Sales Growth Performance Factor is determined by the Board based on the following Vesting schedule for all positive values of Net Sales Growth CAGR:

Target Range 1, Target Range 2 and Target Range 3 will be determined by the Board and notified to a Participant in the relevant Grant Notice.

Core Operating Income Growth Performance Condition

For the purposes of this Schedule:

“Base Core Operating Income” means the core operating income of the Company for the Financial Year ended 31 December preceding the Grant Date as determined from time to time by the Board; and

“COI Growth CAGR” means compound annual growth in core operating income over the Performance Period as determined from time to time by the Board and expressed as the percentage change in comparison with the Base Core Operating Income, which is defined above.

The number of LTPP Awards that are subject to the Core Operating Income Growth Performance Condition Vesting on the Vesting Date is determined by multiplying the number of granted LTPP Awards that are subject to that Performance Condition with the COI Growth Performance Factor. The COI Growth Performance Factor is determined by the Board based on the above Vesting schedule for the Net Sales Growth Performance Condition for all positive values of COI Growth CAGR (on the basis that the Vesting Schedule will have the following substituted column headings: the COI Growth CAGR and the COI Growth Performance Factor and that, as noted above, Target Range 1, Target Range 2 and Target Range 3 will be determined by the Board and notified to a Participant in the relevant Grant Notice).

Innovation Performance Condition

The Innovation Performance Factor reflects the achievement of the three-year forward-looking Innovation Targets set out for the respective grant of an Award and is determined by the Board as a percentage (the “Innovation Performance Factor”).

Innovation Targets focus on key innovation program milestones that will improve future business and/or highly contribute to Company’s scientific reputation and are approved by the Board under consultation with Company’s CEO and Science & Technology Committee of the Board.

The number of LTPP Awards that are subject to the Innovation Performance Condition Vesting on the Vesting Date is determined by multiplying the number of granted LTPP Awards that are subject to that Performance Condition with the Innovation Performance Factor.

Rule 6 of the LTIP shall apply save as modified as follows:

6.6           Cessation of Employment as a result of death or Disability

Rule 6.6 shall apply as follows:

“If a Participant Ceases Employment as a result of his death then the number of LTPP Awards as determined in the Grant Notice and held by that Participant shall Vest immediately in respect of a proportion of the LTPP Award (corresponding to such proportion of the Performance Period as has elapsed when the Participant Ceases Employment as a result of death):

 

(a)

if, as at the date of Cessation of Employment, it is impractical to assess performance against the applicable Performance Conditions, at target; or

In case of a Participant’s death, upon notice to the Company his personal representative or successor in title shall be entitled to, if any, the Vested LTPP Awards. Settlement of these Vested LTPP Awards to the Participant’s personal representative or successor in title excludes any other potential claims of the Participant’s estate with regards to the LTPP.”

The Board may at any time change this Schedule. Subject to Rule 2.5 of the LTIP, changes may affect Awards already granted provided always that, unless required by law, no such change may be made which is to the material disadvantage of a Participant without that Participant’s prior written consent.

SCHEDULE 2
PARTICIPANTS WHO ARE OR BECOME MEMBERS OF THE ECN

Unless specifically provided otherwise, this Schedule shall apply to:

Where this Schedule applies relevant Awards shall be subject to all the provisions of the Novartis AG Long Term Incentive Plan save as modified below.

For the purposes of this Schedule the following definitions shall apply:

“ECN” means the Executive Committee of Novartis AG (including permanent attendees to that committee).

“Retirement” means the Cessation of Employment after:

“Rule of 60” the sum of the Participant’s age plus Service being equal to 60 or more. For the purposes of this definition the Participant’s age and his Service shall be whole calendar years as at December 31, 2015.

The paragraph 3 of “Schedule Long Term Performance Plan” shall apply as modified as follows:

In addition, for Executive Committee members, Relative TSR is included to the Performance Conditions previously mentioned.

Each of the Performance Conditions is subject to the following weighting percentage of an LTPP Award:

25% Net Sales Growth 

25% Core Operating Income Growth 

25% Innovation and 

25% Relative TSR

Relative Total Shareholder Return (TSR) Performance Condition

TSR is calculated using such standard published methodology as the Board may determine from time to time, including share price growth and dividends paid over the Performance Period.

TSR is measured against a comparator peer group of peer companies in the global healthcare industry, as per Schedule A. The Board, in its discretion, may alter the constituents of the comparator peer group in such circumstances as it considers appropriate, including where a constituent company is no longer listed on a stock exchange.

The number of LTPP Awards that are subject to the Relative TSR Performance Condition Vesting on the Vesting Date is determined by multiplying the number of granted LTPP Awards that are subject to that Performance Condition with the Relative TSR Performance Factor. The Relative TSR Performance Factor is determined by the Board based on the following Vesting schedule for all positive values of TSR, PROVIDED ALWAYS that the below shall not apply to Awards under the LTPP which were granted prior to the date on which the Participant became a member of the ECN:

In the event of a non-positive TSR value, the Board may reduce the number of LTPP Awards subject to the Relative TSR Performance Condition, which would otherwise Vest.

For the avoidance of doubt, all of the other Performance Conditions set out in paragraph 3 of Schedule Long Term Performance Plan (i.e. the Net Sales Growth Performance Condition, the Core Operating Income Growth Performance Condition and the Innovation Performance Condition) shall continue to apply, as specified in Schedule Long Term Performance Plan.

Awards granted to the Chief Executive Officer and Chief Financial Officer are subject to a mandatory blocking period of two years beyond the vesting date (after applicable taxes) (“Mandatory Blocking Period”).

Furthermore, the Board may offer Participants the opportunity to block Awards in the form of Restricted Stocks after the expiry of the Mandatory Blocking Period (“Additional Blocking Period”). The blocking choices and the terms of the blocking will be determined by the Board from time to time.

The following in Rule 6.1 shall not apply:

“Notwithstanding any other part of this Rule 6, the Board may, in its discretion with no obligation to do so, allow (on such terms as the Board decides, including, without limitation, the Participant first executing and not revoking a general release of claims acceptable to the Company) a greater proportion of an Award to Vest and/or accelerate the time at which Vesting occurs and/or treat a Participant who has Ceased Employment as having done so within Rules 6.3, 6.4 or 6.6.”

“If a Participant Ceases Employment because of Retirement with the agreement of the Participant’s employer his Award shall, subject to Rule 6.5 and, if so determined by the Board, the Participant first executing and not revoking a general release of claims acceptable to the Company, Vest on the Vesting Date to the extent the Performance Conditions have been met PROVIDED ALWAYS THAT:

6.2            Immediately following Rule 6.3 the following shall be added as Rule 6.3A:

“In determining whether to approve Retirement under Rule 6.3(a), the Board shall take into consideration the Participant’s satisfaction of certain conditions, including:

“PROVIDED ALWAYS THAT if, in respect of an Award, the death or Disability in respect of which this Rule 6.6 applies occurs on or before the first anniversary of the Grant Date then the extent to which such Award Vests shall be reduced to take account of the proportion of the Performance Period as has elapsed when Cessation of Employment by reason of death or Disability occurs.”

The following in Rule 7.1 shall not apply:

“Notwithstanding the preceding paragraph of this Rule 7.1, the Board may in its discretion with no obligation to do so, allow a greater proportion of an Award to Vest.”

SCHEDULE 3
UNITED STATES

When Awards under the Plan (including but not limited to Awards under the LTPP and Select Schedules to the Plan) are to be granted the Board may determine that this Schedule applies, in which case such Awards shall be subject to all the provisions of the Novartis AG Long Term Incentive Plan save as modified below.

ADIs subject to the Awards under the Plan are intended to be registered under the United States Securities Act of 1933.

Subject to Rule 7.3, the aggregate number of ADIs made subject to Awards under this Schedule may not exceed 13,510,000, plus any ADIs that were not issued under the Plan as of January 1, 2021; plus any ADIs subject to outstanding Awards under the Plan as of January 1, 2021 that on or after January 1, 2021 cease for any reason to be subject to such Awards.

Such ADIs shall be deemed to have been used in payment of Awards whether they are actually delivered or the market value equivalent of such ADIs is paid in cash. In the event any Award is surrendered or terminated, or expires or is forfeited, the number of ADIs no longer subject thereto shall thereupon be released and shall thereafter be available for new Awards under this Schedule.

ADIs comprising Awards under this Schedule or delivered by the Company in settlement of Awards under this Schedule may be derived from authorised and unissued Shares or from Shares or ADIs held in the treasury of the Company or held by another member of the Company or may be purchased on the open market or by private purchase.

For the purposes of this Schedule the following definitions shall apply:

“Company” in this Schedule means Novartis Corporation, a New York corporation.

“Retirement” the Cessation of Employment after having attained age 55 or older and having completed at least 10 years of Service.

SARs granted under this Schedule shall be subject to such terms and conditions, not inconsistent with the Plan, as the Board may impose, including, but not limited to, the following:

If a SAR is granted with a fixed exercise date and the Participant has no discretion to exercise the SAR, Participants may elect to defer the payment of the proceeds of the automatic exercise of the SAR, and any accumulated Dividend Equivalents, to the date later than the payment date specified in the Award provided that the Participant makes such deferred election either as an initial deferral under United States Treasury Regulation Section 1.409A-2(a) or pursuant to the subsequent deferral provisions of United States Treasury Regulation Section 1.409A-2(b). The Board shall determine whether such deferral is in the form of Shares (ADIs) or cash. If deferrals are in Shares (ADIs), unless otherwise directed by the Board such Shares (ADIs), and any accumulated Dividend Equivalents, shall be delivered upon such deferred payment date. If the deferrals are in cash, the cash proceeds of such automatic exercise of the SARs shall be transferred into the applicable non-qualified deferred compensation plan of the Company entity which employs the Participant.

“As soon as practicable after the Vesting (but no later than the 15th day of the third calendar month after the Vesting) the Company shall transfer the number of Shares (or pay or procure to be paid a cash sum if the Board has determined that the RSU is to be settled in cash) in respect of which the Award has Vested to the Participant”.

Should the Board determine that adjustments be made to Awards under Rule 7, any such adjustments or modifications must be made in a manner which is consistent with the provisions of section 409A of the United States Internal Revenue Code (“Code Section 409A”).

SCHEDULE 4
SELECT PLAN 2024

Where Awards are granted under the Select Plan 2024 (“Select Plan”) either regularly or under special circumstances, then the Rules of the Novartis AG Long Term Incentive Plan (LTIP) shall apply subject to the terms set out in this Schedule.

The Select Plan applies for Select Awards made on or after 1 January 2024.

The purpose of the Select Plan is to provide selected Eligible Employees of the Company or any member of the Company with an opportunity to receive an Award in respect of Restricted Stock and/or Restricted Stock Units, thus providing an increased incentive for such persons to contribute to the future success and prosperity of the Company, enhancing the value of the Shares for the benefit of the shareholders of the Company and increasing the ability of the Company to attract and retain individuals of exceptional skill.

(a)            Members of the ECN may not be granted Awards under the Select Plan.

For the purposes of this Schedule and its Appendices the following definitions shall apply:

“ECN” means the Executive Committee of Novartis AG (including permanent attendees to that committee).

“Select Restricted Stock” or “SRS” shall mean a Share subject to restrictions in accordance with the Select Plan.

“Select Restricted Stock Unit” or “SRSU” shall mean a right to receive a Share (subject to the Board determining that SRSUs or any of them are to be settled in cash) in accordance with the Select Plan after the expiry of the Vesting Period.

“U.S. Person” has the same meaning as set out in Regulation S under the Securities Act of the United States of America provided that “U.S. Person” shall always include any person who is a resident of the United States.

“Vesting Date” means in relation to an Award the Vesting Date specified in the relevant Grant Notice.

“Vesting Period” shall mean the period between the Grant Date and Vesting Date of an Award.

Rule 6 of the LTIP shall apply save as modified as follows:

6.3           Cessation of Employment as a result of Retirement

Rule 6.3 shall apply as follows:

“If a Participant Ceases Employment because of Retirement with the agreement of the Participant’s employer his Award shall, provided, if so determined by the Board, the Participant first executes and does not revoke a general release of claims acceptable to the Company, Vest on the date of such Cessation of Employment PROVIDED ALWAYS THAT if the Cessation of Employment in respect of which this Rule 6.3 applies occurs on or before the first anniversary of the Grant Date then the extent to which such Award Vests shall be reduced to take account of the proportion of the Vesting Period as has elapsed when the Cessation of Employment occurs.”

6.4           Cessation of Employment for other good reasons and following sale

“If a Participant Ceases Employment because of:

his Award shall, provided, in relation to Rule 6.4(a) and if so determined by the Board, the Participant first executes and does not revoke a general release of claims acceptable to the Company, Vest on the date of such Cessation of Employment in respect of a proportion of the Award (corresponding to such proportion of the Vesting Period as has elapsed when the Participant Ceases Employment provided that the Board may determine in the case of leaving for reasons set out in (b) or (c) above that some or all of the Awards held by relevant Participants shall be exchanged in accordance with Rule 7.2 of the LTIP (exchange of awards).”

6.5           Lapse or forfeiture of Awards on joining a Competitor

"Section 6.5 entitled Lapse or forfeiture of Awards on joining a Competitor shall not apply to awards made under this Schedule.”

6.6           Cessation of Employment as a result of death or Disability

“If a Participant Ceases Employment as a result of his death or Disability then Awards held by that Participant shall Vest immediately.”

The Shares subject to the Select Plan (including those received by Participants following Vesting of SRSUs) have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except in certain transactions exempt from the registration requirements of the Securities Act. In connection with the acquisition of Shares, each Participant will represent and agree that she/he: is not a U.S. Person; is not purchasing or acquiring the Shares for the account or benefit of any U.S. Person; and has not offered or sold, and will not offer, sell or deliver, any of the Shares within the United States or to, or for the account or benefit of, any U.S. Person except pursuant to registration under the Securities Act or an available exemption from such registration.

The Board may establish such appendices to the Select Plan as it considers necessary or appropriate. Such appendices may be included in such a way that they create special rules applicable to certain Eligible Employees or categories of Eligible Employees and/or constitute sub-plans to the Select Plan.

APPENDIX 1
NOVARTIS SELECT PLAN SWITZERLAND

Where Awards are granted under the Novartis Select Plan Switzerland (“Select Switzerland”), then the Rules of the Select Plan 2024 (forming a schedule to the Novartis AG Long Term Incentive Plan) shall apply subject to the terms set out in this Appendix 1.

Select Switzerland offers Participants the choice to receive Awards in the form of either:

The Board may determine that Awards in the form of SRS may be subject to a mandatory blocking period (“Mandatory Blocking Period”). Furthermore, the Board may offer Participants the opportunity to block Awards in the form of SRS after the expiry of the Mandatory Blocking Period (“Additional Blocking Period”). The blocking choices and the terms of the blocking will be determined by the Board from time to time.

Rule 6 as applied by Schedule Select Plan 2024 shall apply save as modified as follows:

Exhibit 4.6

Novartis AG

Deferred Share Bonus Plan

Adopted by the Board of Directors on January 22, 2014, and amended thereafter with latest adjustments made on December 18, 2025, with effect in relation to awards made on or after that date.