Shareholders approve 26th consecutive dividend increase to CHF 3.20 (+3.2%) per share for 2022; representing a 4.0% yield1 and approximately 61% payout of free cash flow
Shareholders confirm Joerg Reinhardt as Chair of the Board of Directors as well as all other members who stood for re-election; John D. Young newly elected to the Board of Directors
Shareholders approve all other proposals of the Board of Directors, including the amendment of the Articles of Incorporation, the 2022 Compensation Report in an advisory vote, as well as the future Board and Executive Committee compensation in separate binding votes
Basel, March 7, 2023 — Novartis shareholders today agreed to the Board of Directors’ recommendations for all proposed resolutions at the Group’s Annual General Meeting (AGM). A total of 1507 shareholders were present at the meeting held in Basel, representing approximately 56.01% of the issued shares of Novartis.
Shareholders approved the 26th consecutive dividend increase since the creation of Novartis in 1996, with an increase of 3.2% to CHF 3.20 per share. Payment for the 2022 dividend will be made as from March 13, 2023. The dividend for 2022 is an approximately 61% payout of free cash flow and results in a dividend yield of 4.0%1.
Annual re-election of Members of the Board
Shareholders re-elected Joerg Reinhardt as Chair of the Board of Directors, and all members of the Board who stood for re-election, for one year. In addition, John D. Young was newly elected to the Board of Directors.
Shareholders also re-elected all members of the Compensation Committee who stood for re-election, for one year. The Board of Directors intends to redesignate Simon Moroney as Chair of the Compensation Committee.
Reduction of Share Capital
In line with the Board of Directors’ recommendation, the shareholders also approved the cancellation of 126 243 500 shares repurchased under the authorizations of March 2, 2021 and March 4, 2022 and the reduction of the share capital accordingly by CHF 63.1 million, from CHF 1 201 860 626 to CHF 1 138 738 876.
Potential further share repurchases
To allow for the full execution of the already announced share buyback of up to USD 15 billion and potential additional share buybacks, shareholders authorized the Board of Directors, in addition to the remaining authorization of CHF 7.4 billion2, to repurchase shares as deemed appropriate from time to time up to a maximum of CHF 10 billion between the 2023 Annual General Meeting and the 2026 Annual General Meeting.
Amendment of the Articles of Incorporation
Shareholders also approved the Board of Directors’ proposal for the amendment of the Articles of Incorporation of Novartis AG implementing the requirements of the reform of Swiss corporate law that came into force on January 1, 2023 and taking into account current best corporate governance practice. Among other changes, the Articles of Incorporation newly authorize the Board of Directors to hold shareholder meetings electronically. Novartis has committed to submit the corresponding authorization again to a shareholder vote at the 2025 AGM.
Votes on Compensation for the members of the Board of Directors and the Executive Committee
In two separate binding votes, shareholders approved the total maximum aggregate amount of compensation for the Board of Directors, covering the period from the 2023 AGM to the 2024 AGM, and the total maximum aggregate amount of compensation for the Executive Committee for the 2024 financial year. Shareholders also endorsed the 2022 Compensation Report in an advisory vote.
Election of KPMG AG as Auditor
In line with the Board of Directors’ proposal, the shareholders elected KPMG AG as auditor for the financial year starting on January 1, 2023.
For a detailed listing of all resolutions at the 2023 Annual General Meeting, please visit: https://www.novartis.com/agm
Based on the SIX closing share price on March 6, 2023
As of January 31, 2023