l') NOVARTIS Registered Office: Sandoz House Shivsagar Estate Dr. Annie Besant Road Wor1i, Mumbai 400 018 India Tel +91 22 2495 8888 Fax +91 22 2495 0221 CIN No. L24200MH1947PLC006104 Website: www.novar1is.in Email: india.investors@novartis.com July 27, 2018 The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Voting Results of the 70th Annual General Meeting Dear Sirs, Please find enclosed the information in terms of Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Scrutinizer's Report as per Section 109 of the Companies Act, 2013, in relation to the Annual General Meeting of held on July 27, 2018. The Board at its meeting held on July 26, 2018 has authorized Mr. Trivikram Guda, Company Secretary & Compliance Officer of the Company to declare the voting results. Thanking you. Encl: as above
{l) NOVARTIS Resolution Required : (Ordinary) 1 Adoption of Financial Statements for the year ended Ma rch 31. 2018 Whether promoter/ promoter group are interested in the agenda/resolution? Category Promoter and Promoter Group No Mode of Voting % of Votes Polled No.of No.of % of Votes In No. of No. of votes on outstanding Votes-In Votes favour on votes % of Votes against No. of votes shares held polled shares favour - Against polled on votes polled Invalid [1] (2) (3)={[2]/[1)}"100 [4) [SJ 16)={[4)/[2])<100 [7)={[5]/[2)}"100 [BJ E-Voting 17450680 100.0000 17450680 o 100.0000 0.0000 o Poll o 0.0000 0 0 0.0000 0.0000 0 17450680 Postal Ballot o 0.0000 0 0 0.0000 0.0000 o Total 17450680 100.0000 17450680 0 100.0000 0.0000 0 E-Voting 1861 0.6434 1861 o 100.0000 0.0000 0 Poll o 0.0000 0 o 0.0000 0.0000 0 Public Institutions 289226 Postal Ballot 0 0,0000 0 0 0.0000 0.0000 o Total 1861 0.6434 1861 0 100.0000 0.0000 0 E-Voting 10942 0.1574 10675 267 97.5599 2.4401 o Poll 1062 0.0153 1062 o 100.0000 0.0000 0 Public Non Institutions 6950891 Pesta I Ballot 0 0.0000 0 0 0.0000 0.0000 0 Total 12004 0.1727 11737 267 97.7757 2.2243 0 Total 24690797 17464545 70.7330 17464278 267 99.9985 0.0015 0
t' NOVARTIS Resolution Required : (Ordinary) 2 To declare dividend for the year ended March 31, 2018 Whether promoter/ promoter group ate Interested In the agenda/resolution? No Category Mode of Voting % of Votes Polled No.of No. of % of Votes in No. of No. of votes on outstanding Votes-in Votes favour on votes % of Votes against No. of votes shares held polled shares favour -Against polled on votes polled Invalid [1) [2] [3]={[2]/[1]}'100 [4] [SJ (6]={[4]/[21}'100 (7)={[5]/[2]}'100 [8] E-Voting 17450680 100.0000 17450680 0 100.0000 0.0000 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 Promoter and Promoter 17450680 Group Total 17450680 100.0000 17450680 0 100.0000 0.0000 0 E-Voting 1861 0.6434 1861 0 100.0000 0.0000 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 Public Institutions 289226 Total 1861 0.6434 1861 0 100.0000 0.0000 0 E-Voting 10942 0.1574 10939 3 99.9726 0.0274 0 Poll 1062 0.0153 1062 0 100.0000 0.0000 0 Public Non Institutions 6950891 Total 12004 0.1727 12001 3 99.9750 0.0250 0 Total 24690797 17464545 70.7330 17464542 3 100.0000 0.0000 0
t' NOVARTIS Resolution Required :!Ordinary) Whether promoter/ promoter group are interested in the agenda/resolution? category Mode of 3 - Re-appointment of M s. Monat Noble, who retires by rotation No Voting % of Votes Polled No.of No.of % of Votes In No.of No. of votes on outstanding Votes-in Votes favour on votes % of Votes against No. of votes shares held polled shares favour -Against polled on votes polled Invalid (1( [2] (3]={(2]/(1])+100 (41 (SJ [6)={[4)/[2]}'100 [7]={[5]/[2]}'100 [8] E-Voting 17450680 100.0000 17450680 0 100.0000 0.0000 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 Promoter and Promoter 17450680 Group Total 17450680 100.0000 17450680 0 100.0000 0.0000 0 E-Voting 1861 0.6434 1861 0 100.0000 0.0000 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 Public Institutions 289226 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 0 Total 1861 0.6434 1861 0 100.0000 0.0000 0 E-Voting 10835 0.1559 10406 429 96.0406 3.9594 0 Poll 1062 0.0153 1055 7 99.3409 0.6591 0 Public Non Institutions 6950891 Total 11897 0.1712 11461 436 96.3352 3.6648 0 Total 24690797 17464438 70.7326 17464002 436 99.9975 0.0025 0
t') NOVARTIS Resolution Required ; (Ordinary) 4 - Ratification of Appointment of M/s Deloitte Haskins & Sells UP (Firm Reelstration No. 117366W/W l00018), Chartered Accountants, as Statutory Auditors of the Co mpany Whether promoter/ promoter group are interested in the agenda/resolution? No category Mode of Voting % of Votes Polled No.of No. of %of Votes In No.of No. of votes on outstanding Votes-in Votes favour on votes % of Votes against No. of votes shares held polled shares favour -Against polled on votes polled Invalid (l] [2] [3]={[2]/[1])"100 [4) [5] [61={[4]/[2]]'100 (7]={[5]/[2]]'100 (8] E-Voting 17450680 100.0000 17450680 0 100.0000 0.0000 0 Promoter and Promoter Group Poll 0 0.0000 o o 0.0000 0.0000 o 17450680 Postal Ballot 0 0.0000 o o 0.0000 0.0000 o Total 17450680 100.0000 17450680 0 100.0000 0.0000 0 E-Voting 1861 0.6434 1861 0 100.0000 0.0000 0 Poll o 0.0000 o 0 0.0000 0.0000 0 Public Inst itutions 289226 Postal Ballot 0 0.0000 0 o 0.0000 0.0000 0 Total 1861 0.6434 1861 o 100.0000 0.0000 0 E-Voting 10792 0.1553 10233 559 94.8202 5.1798 0 Poll 1062 0.0153 1062 o 100.0000 0.0000 0 Public Non Institutions 6950891 Postal Ballot 0 0.0000 o 0 0.0000 0.0000 0 Total 11854 0.1706 11295 559 95.2843 4.7157 0 Total 24690797 17464395 70.7324 17463836 559 99.9968 0.0032 0
t' NOVARTIS Resolution Required ; (Special) Whether promoter/ promoter group are interested in the agenda/resolution 7 S - Appointment of Mr. Milan Paleja as Vice Chairman & Managing Director No. category Mode of Voting % of Votes Polled No.of No. of % of Votes In No. of No. of votes on outstanding Votes-In Votes favour on votes % of Votes against No. of votes shares held polled shares favour -Against polled on votes polled Invalid [1). (21 [3]={[2]/(1)}'100 (4) [SJ (6)=((4)/(21}'100 (7]={(5)/(21}'100 [81 E-Voting 17450680 100.0000 17450680 0 100.0000 0.0000 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 Promoter and Promoter 17450680 Group Total 17450680 100.0000 17450680 0 100.0000 0.0000 0 E-Voting 1861 0.6434 1861 0 100.0000 0.0000 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 Public Institutions 289226 Total 1861 0.6434 1861 0 100.0000 0.0000 0 E-Voting 10837 0.1559 10398 439 95.9491 4.0509 0 Poll 1062 0.0153 1062 0 100.0000 0.0000 0 Public Non Institutions 6950891 Total 11899 0.1712 11460 439 96.3106 3.6894 0 Total 24690797 17464440 70.7326 17464001 439 99.9975 0.0025 0
AMIT K. TRIVEDI & ASSOCIATES Company Secretaries & IP Attorneys 296, Mhatre Plaza, Dahanukar Wadi, M G Road, Kandivli West, Mumbai - 400 067. Phone: + 91 22 2967 2943 Email: amit@csakta.com FORM No. MGT-13 Report of Scrutinizer(s) [Pursuant to rule section 109 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014] To, The Chairman/ Vice Chairman & Managing Director Annual General Meeting of the Equity Shareholders of held on Friday, 27th July, 2018 at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400018 at 11.30 a.m. Dear Sir, I, Amit K. Trivedi, Company Secretary in Whole-time Practice, have been appointed as Scrutinizer of M/s ("the Company") for the purpose of scrutinizing the physical poll paper and e-voting processing in a fair and transparent manner & ascertaining the requisite majority one-voting carried out as per the provisions of the Section 108 and Section 109 of the Companies Act, 2013 read with Rule 20 and Rule 21 of the Companies (Management and Administration) Rules, 2014 on the below mentioned resolution(s), at the Annual General meeting of the Equity Shareholders of, held on Friday, 27th July, 2018 at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai-400018, we submit our combined report as under: 1. The voting through electronic means were remained open from Tuesday, July 24, 2018 (9.00 am 1ST) to Thursday, July 26, 2018 (5.00 pm 1ST). 2. The Shareholders holding shares as on the "cut off" date i.e. July 20, 2018 were entitled to vote on the proposed resolutions. 3. At the end of thee-voting period, I have unblocked the elect ronic votes on July 27, 2018, at 1.14 p.m. in the presence of two witnesses not in the employment of the Company. 4. Thereafter, the details containing, inter-alia, list of equity share holders, who voted "For" and "Against", were downloaded from the e-voting website on National Securities Depositories Limited (http://www.evoting.nsdl.com). 5. After the time fixed for closing of the poll by the Chairman, ballot box kept for polling were locked in my presence with due identification marks placed by us. Page 1 of 5
6. The locked ballot boxes were subsequently opened in my presence and poll papers were diligently scrutinized. The poll papers were reconciled with t he records maintained by the Company/ Registrar and Transfer Agents of the Company and the authorizations/ proxies lodged with the Company. 7. The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. 8. The combined results of voting are as under: Passed as Ordinary Resolution(s) 1. To receive, consider and adopt the audited Profit and Loss Account for the year ended March 31, 2018 and the Balance Sheet as on that date t oget her with the Reports of the Directors and the Auditors thereon. (i) Voted in favour of the resolution: Number of members Number of votes ca st by % of total number of 97 17464278 99.9985 (ii) Voted against the resolution: Number of members Number of votes ca st by % of total number of 3 267 0.0015 (iii) Invalid votes: Total number of members Number of Not Voted Cases whose votes were declared invalid 0 1 2. To declare dividend for the year ended March 31, 2018. (i) Voted in favour of the resolution: 99 17464542 99.99998 Page 2 of 5
(ii) Voted against the resolution: 1 3 0.00002 (iii) Invalid votes : Total number of members Number of Not Voted Cases whose votes were declared invalid 0 1 3. To re-appoint Ms. Monaz Noble (holding DIN: 03086192) as Director, who retires by rotation and being eligible, offers herself for re-appointment. (i) Voted in favour of the resolution: 89 17464002 99.9975 (ii) Voted against the resolution: 8 436 0.0015 (iii) Invalid votes : Total number of members Number of Not Voted Cases whose votes were declared invalid 0 4 4. To ratify the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company (i) Voted in favour of the resolution: Page 3 of 5
90 17463836 99.9968 (ii) Voted against the resolution: 6 559 0.0032 (iii) Invalid votes : Total number of members Number of Not Voted Cases whose votes were declared invalid 0 5 5. To appoint of Mr. Milan Paleja (holding DIN 08127535) as the Vice Chairman & Managing Director of the Company for a period of 5 years commencing from June 1, 2018, on such terms and conditions as mentioned in the Notice dated May 10, 2018 (i) Voted in favour of the resolution: 90 17464001 99.9975 (ii) Voted against the resolution: 8 439 0.0025 (iii) Invalid votes : Total number of members Number of Not Voted Cases whose votes were declared invalid 0 3 Page 4 of 5
Minutes of the aforesaid Annual General Meeting and t he same are handed over the Company Secretary for safe keeping. Thanking you, Yours faithfully, For Amit K. Trivedi & Associates Date: July 27, 2018 Place: Mumbai ~IC ~ i;; Trive~i ' Membership No.19738 COP No. 7059 Page 5 of 5