| | | | ceuticals
are listed for trading on the NASDAQ (Valor No. 1630029, ISIN US45166R2040, symbol:
IDIX); | | • | Novartis
India Limited; 49% of the shares of Novartis India Limited are registered for
trading at the Bombay Stock Exchange (ISIN INE234A01025, symbol: HCBA). |
Idenix
Pharmaceuticals, Inc. and Novartis India Limited are directly or indirectly majority
owned by Novartis AG. Additionally, Novartis holds
significant investments in two large publicly listed companies:
| • | Novartis
directly or indirectly holds 33.3% of the bearer shares of Roche Holding AG, registered
in Basel, Switzerland, and listed on the SWX Swiss Exchange (bearer shares: Valor
No. 1203211, ISIN CH0012032113, symbol RO; nonvoting equity securities: Valor
No. 1203204, ISIN CH0012032048, symbol: ROG; further securities of Roche Holding
AG are ADSs for nonvoting equity securities which are traded on the over-the-counter
market in the US, symbol: RHHBY). The market value of the Novartis interest in
Roche Holding AG on Dec. 31, 2005 was USD 8.9 billion; and | | • | Novartis
holds directly and indirectly 44.1% of the shares of Chiron Corporation, with
its registered head office in Emeryville, California, and listed on the NASDAQ
(Valor No. 918297, ISIN US1700401094, symbol: CHIR). The market value of the Novartis
interest in Chiron Corporation on Dec. 31, 2005 was USD 3.8 billion. On October
30, Novartis has entered into a definitive merger agreement with Chiron Corporation
to acquire all of the remaining publicly held shares of Chiron it does not currently
own. The agreement is subject to approval by a majority of the Chiron shares not
owned by Novartis as well as further regulatory approvals. |
Further
information on these participations and the method of consolidation is given in
Note 10 to the Novartis Group’s consolidated financial statements. Both Roche
and Chiron are independently governed, managed and operated and not under the
control of Novartis. The other significant Group subsidiaries
and associated companies, shown in Note 33 to the Novartis Group’s financial statements,
are not publicly traded. | | SIGNIFICANT
SHAREHOLDERS The largest registered shareholders of
Novartis AG are: | •
| The Novartis Foundation for
Employee Participation, registered in Basel, Switzerland (holding 2.9% of the
share capital); and | | •
| Emasan AG, registered in Basel,
Switzerland (holding 3.2%). |
In addition:
| • | Nortrust
Nominees, London, holds 2.5% and JPMorgan Chase Bank, New York, holds 8.3% of
the registered shares as nominee. | | • | JPMorgan
Chase Bank, the depositary for the shares represented by American Depositary Shares
may be registered with up to 11% of the share capital. |
No
other shareholder is registered as owner of more than 2% of the issued share capital
and there are no cross-holdings equal to or higher than this amount.
Novartis AG has not concluded any shareholders’ agreement or other agreement regarding
the voting or holding of its shares.
CAPITAL STRUCTURE,
SHARES The share capital of Novartis AG is CHF 1 369
585 500, fully paid-in and divided into 2 739 171 000 registered shares of CHF
0.50 nominal value each. Novartis AG has neither authorized nor conditional capital.
There are no preferential voting shares. All shares have equal voting rights.
Novartis has not issued participation certificates, nonvoting equity securities
(Genussscheine) or profit-sharing certificates.
CHANGES IN CAPITAL, SHARE REPURCHASE PROGRAMS Since
the merger creating Novartis in December 1996, we have implemented four share
repurchase programs with a total commitment as of December 31, 2005 of CHF 15
billion. Three programs have been completed, with the shares repurchased in the
2nd and 3rd programs being cancelled and the capital of Novartis AG correspondingly
reduced by shareholder resolution at the Annual General Meetings held in 2002,
2003, 2004 and 2005 (see chart below).In August 2004, we announced the start of
a 4th program to repurchase shares via a second trading line in the SWX Swiss
Exchange. Since the start of the 4th program, a total of 25.4 million shares have
been repurchased for USD 1.2 billion, of which 10.2 million were purchased in
2005. It is anticipated that share- | |
