0001104659-14-012097.txt : 20140221 0001104659-14-012097.hdr.sgml : 20140221 20140221095544 ACCESSION NUMBER: 0001104659-14-012097 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20140221 DATE AS OF CHANGE: 20140221 EFFECTIVENESS DATE: 20140221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Novartis Securities Investment Ltd. CENTRAL INDEX KEY: 0001443663 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-183955-01 FILM NUMBER: 14631952 BUSINESS ADDRESS: STREET 1: 131 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: (1)441 296 8025 MAIL ADDRESS: STREET 1: P.O.BOX HM 2899 CITY: HAMILTON STATE: D0 ZIP: HM LX FILER: COMPANY DATA: COMPANY CONFORMED NAME: Novartis Capital CORP CENTRAL INDEX KEY: 0001443411 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263086456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-183955-02 FILM NUMBER: 14631953 BUSINESS ADDRESS: STREET 1: 608 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (212)307 1122 MAIL ADDRESS: STREET 1: 608 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS AG CENTRAL INDEX KEY: 0001114448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-183955 FILM NUMBER: 14631954 BUSINESS ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 BUSINESS PHONE: 01141613241111 MAIL ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 POSASR 1 a14-5956_7posasr.htm POST-EFFECTIVE AMENDMENT NO. 2

Registration No. 333-183955

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 2

Form F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Novartis AG

(Exact name of Registrant as specified in its charter)

Novartis Inc.

(Translation of Registrant’s name into English)

Switzerland

(State or other jurisdiction of incorporation or organization)

Not Applicable

(I.R.S. Employer Identification No.)

Lichtstrasse 35

4056 Basel, Switzerland

+41 61 324 1111

(Address and telephone number of Registrant’s principal executive offices)

Novartis Capital Corporation (Exact name of Registrant as specified in its charter)		Novartis Securities Investment Ltd. (Exact name of Registrant as specified in its charter)

Not Applicable (Translation of Registrant’s name into English)		Not Applicable (Translation of Registrant’s name into English)

Delaware (State or other jurisdiction of incorporation or organization)		Bermuda (State or other jurisdiction of incorporation or organization)

26-3086456 (I.R.S. Employer Identification No.)		Not Applicable (I.R.S. Employer Identification No.)

230 Park Avenue, 21st Floor New York, New York 10169 + 1 212 307 1122 (Address and telephone number of Registrant’s principal executive offices)		131 Front Street Hamilton, HM12, Bermuda +1 441 296 8025 (Address and telephone number of Registrant’s principal executive offices)

Dr. Felix R. Ehrat
Dr. Christian Rehm
Novartis AG
Lichtstrasse 35
CH-4056 Basel
Switzerland
+41 61 324 1111

(Name, address and telephone number of agent for service)

Copies of all communications to:

Bernd Bohr
Mayer Brown International LLP
201 Bishopsgate
London EC2M 3AF
+44 20 3130 3640

Stuart K. Fleischmann
Shearman & Sterling LLP
599 Lexington Ave
New York, NY 10022
+1 212 848 7527

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Explanatory Note

The purpose of this Post-Effective Amendment No. 2 to the registration statement is to file certain exhibits to the registration statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 9. Exhibits

Exhibit Number		Description
1.1		Form of Underwriting Agreement (1)

4.1		Indenture, dated February 10, 2009 among Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, Novartis AG, as guarantor, and HSBC Bank USA, National Association, as trustee (2)

4.2		Form of Guaranteed Debt Security (3)

4.3		Form of Guaranteed Debt Security for 2.400% Notes due 2022 (4)

4.4		Form of Guaranteed Debt Security for 3.700% Notes due 2042 (5)

4.5		Officer’s Certificate of Novartis Capital Corporation (6)

4.6		Form of Guaranteed Debt Security for 3.400% Notes due 2024

4.7		Form of Guaranteed Debt Security for 4.400% Notes due 2044

4.8		Officer’s Certificate of Novartis Capital Corporation

5.1		Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG, Novartis Capital Corporation and Novartis Securities Investment Ltd. (7)

5.2		Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (8)

5.3		Opinion of Appleby, special Bermuda counsel to Novartis Securities Investment Ltd. (9)

5.4		Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation (10)

5.5		Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (11)

5.6		Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation

5.7		Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG

12.1		Computation of Ratio of Earnings to Fixed Charges (12)

12.2		Computation of Ratio of Earnings to Fixed Charges (13)

23.1		Consent of Mayer Brown International LLP (included in Exhibits 5.1, 5.4 and 5.6)

23.2		Consent of Bär & Karrer AG (included in Exhibits 5.2, 5.5 and 5.7)

23.3		Consent of Appleby (included in Exhibit 5.3)

23.4		Consent of PricewaterhouseCoopers AG (14)

24.1		Powers of Attorney (15)

25.1		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, National Association (16)

	(1)		Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(2)		Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(3)		Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(4)		Incorporated by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(5)		Incorporated by reference to Exhibit 4.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(6)		Incorporated by reference to Exhibit 4.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(7)		Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(8)		Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(9)		Incorporated by reference to Exhibit 5.3 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(10)		Incorporated by reference to Exhibit 5.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(11)		Incorporated by reference to Exhibit 5.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(12)		Incorporated by reference to Exhibit 12.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(13)		Incorporated by reference to Exhibit 12.2 of the Report on Form 6-K furnished to the SEC on February 18, 2014 with a statement of computation of the ratio of earnings to fixed charges

	(14)		Incorporated by reference to Exhibit 23.4 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(15)		Incorporated by reference to the signature pages of Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(16)		Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis AG, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 21st day of February, 2014.

	Novartis AG


	By:
		/s/ HARRY KIRSCH
	Name:	Harry Kirsch
	Title:	Authorized Signatory

	By:
		/s/ DR. FELIX R. EHRAT
	Name:	Dr. Felix R. Ehrat
	Title:	Authorized Signatory

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


*	Chief Executive Officer (principal executive officer)	February 21, 2014
Joseph Jimenez


/s/ HARRY KIRSCH	Chief Financial Officer (principal financial and accounting	February 21, 2014
Harry Kirsch	officer)

	Chairman of the Board of Directors	February 21, 2014
Dr. Joerg Reinhardt

*	Vice Chairman of the Board of Directors	February 21, 2014
Dr. Ulrich Lehner

*	Vice Chairman of the Board of Directors	February 21, 2014
Dr. Enrico Vanni

*	Director	February 21, 2014
Dr. Dimitri Azar

	Director	February 21, 2014
Dr. Verena A. Briner

*	Director	February 21, 2014
Dr. William Brody

Post-Effective Amendment No.2 to Registration Statement

Signature	Title	Date


*	Director	February 21, 2014
Dr. Srikant Datar

*	Director	February 21, 2014
Ann Fudge

*	Director	February 21, 2014
Dr. Pierre Landolt

*	Director	February 21, 2014
Dr. Andreas von Planta

	Director	February 21, 2014
Dr. Charles L. Sawyers

*	Director	February 21, 2014
Dr. Ing. Wendelin Wiedeking

	Director	February 21, 2014
William T. Winters

*	Director	February 21, 2014
Dr. Rolf M. Zinkernagel

*	Authorized U.S. Representative	February 21, 2014
Barry Rosenfeld

Post-Effective Amendment No.2 to Registration Statement

Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 21st day of February, 2014.

	Novartis Capital Corporation


	By:
		*
	Name:	Helen Boudreau
	Title:	Director and President (principal executive officer and principal financial and accounting officer)

Signature	Title	Date


/s/ FELIX SENN	Chairman of the Board of Directors	February 21, 2014
Felix Senn

*	Director and President (principal executive officer and principal	February 21, 2014
Helen Boudreau	financial and accounting officer)

Post-Effective Amendment No.2 to Registration Statement

Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis Securities Investment Ltd., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 21st day of February, 2014.

	Novartis Securities Investment Ltd.


	By:
		*
	Name:	Simon Zivi
	Title:	Chairman of the Board of Directors (principal executive officer and principal financial and accounting officer)

	By:
		*
	Name:	Michael L. Jones
	Title:	Deputy Chairman of the Board of Directors and Secretary

Signature	Title	Date


*	Chairman of the Board of Directors (principal executive officer	February 21, 2014
Simon Zivi	and principal financial and accounting officer)

*	Deputy Chairman of the Board of Directors and Secretary	February 21, 2014
Michael L. Jones

*	Director	February 21, 2014
Felix Eichhorn

*	Director	February 21, 2014
Timothy Faries

	Alternate Director	February 21, 2014
Alison Dyer-Fagundo

*	Alternate Director	February 21, 2014
Tonesan Amissah

*	Authorized U.S. Representative	February 21, 2014
Barry Rosenfeld

Post-Effective Amendment No.2 to Registration Statement

*By his signature below, each of the undersigned, pursuant to a duly authorized power of attorney filed with the Securities and Exchange Commission, have signed this Post-Effective Amendment No. 2 to the registration statement on behalf of the person indicated.

/s/ FELIX SENN
Felix Senn


/s/ DR. FELIX R. EHRAT
Dr. Felix R. Ehrat

Post-Effective Amendment No.2 to Registration Statement

EXHIBIT INDEX

Exhibit Number		Description
1.1		Form of Underwriting Agreement (1)

4.1		Indenture, dated February 10, 2009 among Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, Novartis AG, as guarantor, and HSBC Bank USA, National Association, as trustee (2)

4.2		Form of Guaranteed Debt Security (3)

4.3		Form of Guaranteed Debt Security for 2.400% Notes due 2022 (4)

4.4		Form of Guaranteed Debt Security for 3.700% Notes due 2042 (5)

4.5		Officer’s Certificate of Novartis Capital Corporation (6)

4.6		Form of Guaranteed Debt Security for 3.400% Notes due 2024

4.7		Form of Guaranteed Debt Security for 4.400% Notes due 2044

4.8		Officer’s Certificate of Novartis Capital Corporation

5.1		Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG, Novartis Capital Corporation and Novartis Securities Investment Ltd. (7)

5.2		Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (8)

5.3		Opinion of Appleby, special Bermuda counsel to Novartis Securities Investment Ltd. (9)

5.4		Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation (10)

5.5		Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG (11)

5.6		Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation

5.7		Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG

12.1		Computation of Ratio of Earnings to Fixed Charges (12)

12.2		Computation of Ratio of Earnings to Fixed Charges (13)

23.1		Consent of Mayer Brown International LLP (included in Exhibits 5.1, 5.4 and 5.6)

23.2		Consent of Bär & Karrer AG (included in Exhibits 5.2, 5.5 and 5.7)

23.3		Consent of Appleby (included in Exhibit 5.3)

23.4		Consent of PricewaterhouseCoopers AG (14)

24.1		Powers of Attorney (15)

25.1		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, National Association (16)

	(1)		Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(2)		Incorporated by reference to Exhibit 4.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(3)		Incorporated by reference to Exhibit 4.2 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(4)		Incorporated by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(5)		Incorporated by reference to Exhibit 4.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(6)		Incorporated by reference to Exhibit 4.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(7)		Incorporated by reference to Exhibit 5.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(8)		Incorporated by reference to Exhibit 5.2 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(9)		Incorporated by reference to Exhibit 5.3 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(10)		Incorporated by reference to Exhibit 5.4 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(11)		Incorporated by reference to Exhibit 5.5 to Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

	(12)		Incorporated by reference to Exhibit 12.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(13)		Incorporated by reference to Exhibit 12.2 of the Report on Form 6-K furnished to the SEC on February 18, 2014 with a statement of computation of the ratio of earnings to fixed charges

	(14)		Incorporated by reference to Exhibit 23.4 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(15)		Incorporated by reference to the signature pages of Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

	(16)		Incorporated by reference to Exhibit 25.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

EX-4.6 2 a14-5956_7ex4d6.htm FORM OF GUARANTEED DEBT SECURITY FOR 3.400% NOTES DUE 2024

Exhibit 4.6

FORM OF GUARANTEED DEBT SECURITY

THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED NO. [ ]	PRINCIPAL AMOUNT: $[ ]
CUSIP NO. 66989H AG3

NOVARTIS CAPITAL CORPORATION

3.400% NOTES DUE 2024

FULLY AND UNCONDITIONALLY GUARANTEED BY

NOVARTIS AG

Novartis Capital Corporation, a corporation organized under the laws of the State of Delaware (hereinafter called the Company, which term shall include any successor entity under the Indenture), for value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the principal sum of [ ] Dollars ($[ ]) on May 6, 2024 (the Maturity Date) and to pay interest thereon from February 21, 2014 or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on May 6 and November 6 in each year (each an Interest Payment Date), commencing on May 6, 2014, at the rate of 3.400% per annum, until the entire Principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Record Date for such interest, which shall be April 21 or October 22 (whether or not a Business Day (as defined below)), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date, and may either be paid to the Person in whose name this Security is registered at the close of business on a special record date for the payment of defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series at least 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Payment of the Principal of and interest on and any Additional Amounts in respect of this global Security will be paid to DTC for the purpose of permitting DTC to credit the Principal and interest received by it in respect of this global Security to the accounts of the beneficial owners thereof; provided, however, that if this Security is not a global Security, payment of the Principal of, interest on and Additional Amounts, if any, in respect of this Security will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; and provided, further, that at the option of the Company payment of interest may be

made by (a) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (b) transfer to an account of the Person entitled thereto located inside the United States.

If an Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date (as defined on the reverse hereof)), or the maturity date, as the case may be, would fall on a day that is not a Business Day, then the Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date), or the maturity date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall be paid unless the Company fails to make payment on such next succeeding Business Day.

A Business Day is any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or in Zurich, Switzerland are authorized or obligated by law, regulation or executive order to be closed.

Additional provisions of this Security are set forth following the signature page hereof, which provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed this [ ] day of [ ], [ ].

	NOVARTIS CAPITAL CORPORATION


	By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one or all of the Securities of the series designated “3.400% Notes due 2024” pursuant to the within-mentioned Indenture.

	HSBC BANK USA, NATIONAL ASSOCIATION,
	as Trustee


	By:
	Authorized Signatory

GUARANTEE

NOVARTIS AG

For value received, Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland, having its principal executive offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (the Guarantor, which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of, interest on and any Additional Amounts payable in respect of such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Maturity Date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Novartis Capital Corporation, a corporation organized under the laws of the State of Delaware (the Company, which term includes any successor Person under such Indenture), to punctually make any such payment of Principal, interest or Additional Amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

The indebtedness evidenced by this Guarantee is ranked equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal of such Security, or increase the interest rate thereon, or alter the Maturity Date thereof, or increase the Principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article 7 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of, interest on and Additional Amounts payable in respect of such Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of, interest on and Additional Amounts payable in respect of all Securities of the same series issued under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the Principal of, interest on and Additional Amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee that are defined in such Indenture shall have the meanings assigned to them in such Indenture.

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed this [ ] day of [ ], [ ].

	NOVARTIS AG,
	as the Guarantor

	By:
	Name:
	Title:


	By:
	Name:
	Title:

[REVERSE OF SECURITY]

This Security is one or all of a duly authorized issue of securities of the Company (herein called the Securities) issued and to be issued in one or more series under an Indenture, dated as of February 10, 2009 (herein called the Indenture), among the Company, Novartis Securities Investment Ltd., Novartis Finance S.A., Novartis AG, as guarantor (the Guarantor) and HSBC Bank USA, National Association, as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one or all of the series designated as the “3.400% Notes due 2024.”

Additional Amounts are payable by the Company or the Guarantor, as applicable, as set forth in Section 4.5 of the Indenture, except that no Additional Amounts will be payable with respect to Taxes: (a) for or on account of any withholding or deduction imposed under the U.S. Internal Revenue Code of 1986, as amended, any U.S. Treasury Regulations or other guidance issued or agreements entered into thereunder, any official written interpretations thereof or any law implementing an intergovernmental approach thereto; or (b) that are imposed on a payment to an individual or a residual entity and are required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any subsequent meeting of the ECOFIN Council on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive.

As provided in and subject to the provisions of the Indenture, the Securities in this series are redeemable in whole but not in part, at the discretion of the Company and at a redemption price equal to the Principal plus accrued but unpaid interest to the date of redemption (each such redemption, a Tax Redemption), if: (a) the Company determines that as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction (excluding, for the purposes of this section, the United States), or any change in the application or official interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, the Company would be required to pay Additional Amounts with respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or the Guarantor, or withholding tax has been or would be required to be withheld with respect to interest income received or receivable by the Company directly from the Guarantor (or any affiliate) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the Company or the Guarantor (or any affiliate) or (b) the Company determines, based upon an opinion of independent counsel of recognized standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction (excluding, for the purposes of this section, the United States), there is a substantial probability that the circumstances described in subsection (a) above would exist; provided, however, that no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts. The Company or the Guarantor will also pay to each Holder, or make available for payment to each such Holder, on the redemption date any Additional Amounts resulting from the payment of such redemption price.

In the event of a Tax Redemption, notice of such Tax Redemption to the Holders of Securities of any series to be redeemed in whole but not in part at the option of the Company shall be given by mailing notice of such Tax Redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the Security Register of the Company.

The Company, at its option at any time and from time to time, may redeem the Securities (each such redemption, an Optional Make Whole Redemption), in whole or in part, at a redemption price (the Optional Make Whole Redemption Price) equal to the greater of (a) 100% of the principal amount of such Securities to be so redeemed; and (b) as determined by the Quotation Agent (as defined below), the sum of the present values of the Remaining Scheduled Payments, discounted to the date of such Optional Make Whole Redemption (each such date, an Optional Make Whole Redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.15%, together with accrued and unpaid interest on the principal amount of the Securities to be so redeemed to, but excluding, the Optional Make Whole Redemption Date. Notwithstanding the foregoing, installments of interest on Securities that are due and payable on the Interest Payment Dates falling on or prior to an Optional Make Whole Redemption Date will be payable on the Interest Payment Date to Holders as of the close of business on the relevant Record Date according to the Securities and the Indenture. In connection with an Optional Make Whole Redemption, the following defined terms shall apply.

Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term (as measured from the date of redemption) of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.

Comparable Treasury Price means, with respect to any Optional Make Whole Redemption Date, (i) the average of four Reference Treasury Dealer Quotations (as defined below) for such Optional Make Whole Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent for the Securities obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, the quotation.

Quotation Agent means any Reference Treasury Dealer appointed by the Company.

Reference Treasury Dealer means (i) each of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a Primary Treasury Dealer), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.

Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Optional Make Whole Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Make Whole Redemption Date.

Treasury Rate means, with respect to any Optional Make Whole Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Optional Make Whole Redemption Date.

Remaining Scheduled Payments means, with respect to each Security to be so redeemed, the remaining scheduled payments of Principal thereof and interest thereon (not including any portion of such payments of interest accrued as of the Optional Make Whole Redemption Date).

Notice of any Optional Make Whole Redemption will be mailed at least 30 days but not more than 60 days before the Optional Make Whole Redemption Date to each Holder of the Securities to be so redeemed. Notice of such Optional Make Whole Redemption will be published in a daily newspaper of general circulation in the United States by the Company, and the Company will give notice of any such Optional Make Whole Redemption to any exchange on which the Securities are listed. On and after any Optional Make Whole Redemption Date, interest will cease to accrue on the Securities or portions thereof called for Optional Make Whole Redemption. On or before the Optional Make Whole Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Make Whole Redemption Price of and accrued interest on the Securities to be redeemed on such Optional Make Whole Redemption Date. If less than all of the Securities are to be so redeemed, the Securities to be so redeemed shall be selected by lot by DTC, in the case of Securities represented by a Global Security, or by the Trustee by such method as the Trustee deems to be fair and appropriate, in the case of Securities that are not represented by a Global Security.

The Indenture contains provisions for defeasance of (a) the entire indebtedness of this Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company and the Guarantor, in each case, upon compliance by the Company and the Guarantor with certain conditions set forth in the Indenture, which provisions apply to this Security.

Notwithstanding Section 7.1 of the Indenture, only if one or more of the following Events of Default with respect to the Securities of this series shall occur and be continuing may the Principal of the Securities of this series be declared due and payable in the manner and with the effect provided in the Indenture:

· default in the payment of all or any part of the Principal of any Security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise, and such default continues for more than two Business Days;

· default in the payment of any interest on or any Additional Amounts payable in respect of any Security of such series when the same becomes due and payable, and such default continues for a period of 30 days;

· default or breach of any other covenant or agreement of the Company or the Guarantor in this Indenture with respect to any Security of such series (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with elsewhere in Section 7.1 of the Indenture), and such default or breach continues for a period of 90 days after there has been given to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

· (i) any Indebtedness of, or guaranteed by, the Company or the Guarantor is not paid at its stated maturity or (as the case may be) within any originally applicable grace period; or (ii) any such Indebtedness, or guarantee, of the Company or the Guarantor (as the case may be) becomes due and payable prior to its stated maturity by reason of an event of default (howsoever described); provided that (x) the amount of Indebtedness referred to in sub-paragraph (i) and/or sub-paragraph (ii) above individually or in the aggregate exceeds $350,000,000 (or its equivalent in any other currency or currencies); and (y) there shall not be deemed to be a default (i) where the Company or the Guarantor in good faith claims a right of set-off or otherwise contests its obligations to pay or (ii) if such acceleration is annulled or such payment or repayment is made within 10 days after there has been given to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

· an encumbrancer or a receiver or a person with similar functions appointed for execution (in Switzerland a Liquidator or Konkursverwalter) taking possession of the whole or any substantial part of the assets or undertaking of the Company or the Guarantor or a distress, execution or other process being levied or enforced upon or sued out against a substantial part of the property or assets of the Company or the Guarantor and not being paid, discharged, removed or stayed within 30 days;

· the Company or the Guarantor stopping payment or ceasing business (except in each case in circumstances previously approved by the Holders of a majority in Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the Securities of the relevant series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of all series affected (all such series voting as one class);

· the Company becoming bankrupt or insolvent or entering into a moratorium or making a general assignment for the benefit of its creditors;

· the Guarantor becoming bankrupt or insolvent (or is obliged to notify the court of its financial situation in accordance with Article 725 (2) of the Swiss Code of Obligations) or entering into a provisional or definitive moratorium (provisorische or definitive Nachlassstundung) or making a general arrangement with its creditors (Nachlassvertrag);

· an order being made or effective resolution passed for the winding-up or dissolution of the Company or the Guarantor except a winding-up or dissolution, the terms of such winding-up or dissolution having previously been approved by the Holders of a majority in Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the Securities of the relevant series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of all series affected (all such series voting as one class) or (ii) a winding-up or dissolution in connection with any consolidation, merger or sale in accordance with the provisions described under “Description of Debt Securities — Consolidation, Merger or Sale” in the accompanying prospectus; or

· if the Guarantee with respect to the relevant series of Securities ceases to be, or is claimed by the Guarantor not to be, in full force and effect.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of all such affected series at the time outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request and, for 60 days after receipt of such notice, request and offer of indemnity, the Trustee shall have failed

to institute any such proceeding, and, during such 60-day period, the Trustee shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities affected by such amendment. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Company may, from time to time, without the consent of the Holders of the Securities, increase the principal amount of the Securities by issuing additional Securities in the future on the same terms and conditions as the Securities in all respects, except for any differences in the issue date, issue price and first payment of interest thereon, and with the same CUSIP number as the Securities. The Securities and any additional Securities shall rank equally and ratably and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Securities unless such additional Securities are fungible with the Securities for U.S. federal income tax purposes.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place of payment where the Principal and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee for the Securities duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Guarantor, the Trustee, or any such agent shall be affected by notice to the contrary.

The obligations of the Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection herewith and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the Company or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and all persons including the Trustee shall look solely to the assets of the Company and the Guarantor for the payment of any claim thereunder or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the Company or the Guarantor or any of them or any of their personal assets for such satisfaction. The performance of the obligations of the Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection

therewith shall not be deemed a waiver of any rights or powers of the Company or the Guarantor or their respective directors or shareholders under the Company’s or the Guarantor’s respective Articles of Incorporation.

All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience to the Holders of the Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE




(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)


the within Security of Novartis Capital Corporation and
hereby does irrevocably constitute and appoint


attorney to transfer said Security on the books kept for the registration thereof with full power of substitution in the premises

Dated:

Signature

NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change whatever.

Signature Guaranteed:

NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” that is a member or participant in a “signature guarantee program” (e.g., the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Program).

EX-4.7 3 a14-5956_7ex4d7.htm FORM OF GUARANTEED DEBT SECURITY FOR 4.400% NOTES DUE 2044

Exhibit 4.7

FORM OF GUARANTEED DEBT SECURITY

REGISTERED NO. [ ]		PRINCIPAL AMOUNT: $[ ]
CUSIP NO. 66989H AH1

NOVARTIS CAPITAL CORPORATION

4.400% NOTES DUE 2044

FULLY AND UNCONDITIONALLY GUARANTEED BY

NOVARTIS AG

Novartis Capital Corporation, a corporation organized under the laws of the State of Delaware (hereinafter called the Company, which term shall include any successor entity under the Indenture), for value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the principal sum of [ ] Dollars ($[ ]) on May 6, 2044 (the Maturity Date) and to pay interest thereon from February 21, 2014 or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on May 6 and November 6 in each year (each an Interest Payment Date), commencing on May 6, 2014, at the rate of 4.400% per annum, until the entire Principal hereof is paid or made available for payment.

Additional provisions of this Security are set forth following the signature page hereof, which provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed this [ ] day of [ ], [ ].

	NOVARTIS CAPITAL CORPORATION


	By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one or all of the Securities of the series designated “4.400% Notes due 2044” pursuant to the within-mentioned Indenture.

	HSBC BANK USA, NATIONAL ASSOCIATION,
	as Trustee


	By:
	Authorized Signatory

GUARANTEE

NOVARTIS AG

The indebtedness evidenced by this Guarantee is ranked equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.

All terms used in this Guarantee that are defined in such Indenture shall have the meanings assigned to them in such Indenture.

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed this [ ] day of [ ], [ ].

	NOVARTIS AG,
	as the Guarantor

	By:
	Name:
	Title:


	By:
	Name:
	Title:

[REVERSE OF SECURITY]

Quotation Agent means any Reference Treasury Dealer appointed by the Company.

Reference Treasury means (i) each of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a Primary Treasury Dealer), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.

· the Company becoming bankrupt or insolvent or entering into a moratorium or making a general assignment for the benefit of its creditors;

· if the Guarantee with respect to the relevant series of Securities ceases to be, or is claimed by the Guarantor not to be, in full force and effect.

All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)


the within Security of Novartis Capital Corporation and
	hereby does irrevocably constitute and appoint

attorney to transfer said Security on the books kept for the registration thereof with full power of substitution in the premises

Dated:

Signature

Signature Guaranteed:

EX-4.8 4 a14-5956_7ex4d8.htm OFFICER'S CERTIFICATE OF NOVARTIS CAPITAL CORPORATION

Exhibit 4.8

NOVARTIS CAPITAL CORPORATION

Officer’s Certificate

I, Kenneth P. Schuster, being President of Novartis Capital Corporation (the “Company”), a Delaware corporation, pursuant to the resolutions duly adopted by the Board of Directors of the Company on February 7, 2014, hereby determine as follows that:

1. The initial issuances of the series of guaranteed debt securities entitled 3.400% Notes due 2024 (the “2024 Notes”) and 4.400% Notes due 2044 (the “2044 Notes” and, together with the 2024 Notes, the “Notes”) established under the Indenture, dated as of February 10, 2009, among the Company, Novartis Finance S.A. and Novartis Securities Investment Ltd., as issuers, Novartis AG, as guarantor (the “Guarantor’) and HSBC Bank USA, National Association, as Trustee (the “Indenture”; capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Indenture), which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.7, 2.8 or 2.9 of the Indenture) represent $2,150,000,000 aggregate principal amount of the 2024 Notes and $1,850,000,000 aggregate principal amount of the 2044 Notes.

2. The Company may, from time to time, without the consent of the Holders of the Notes, increase the principal amount of the Notes by issuing additional Notes in the future with the same terms and conditions as the Notes in all respects, except for any differences in the issue date, issue price and first payment of interest thereon, and with the same CUSIP number as the Notes. The Notes and any additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Notes unless such additional Notes are fungible with the Notes for U.S. federal income tax purposes.

3. The principal amount of each of the Notes is payable on May 6, 2024 or May 6, 2044 (as relevant) (unless the Notes are redeemed before that date, in which case principal will be payable on the date fixed for redemption).

4. The interest payment dates (the “Interest Payment Dates”) on which interest on the Notes shall be payable are May 6 and November 6 of each year, commencing on May 6, 2014.

5. The 2024 Notes will bear interest at a rate of 3.400% per annum and the 2044 Notes will bear interest at a rate of 4.400% per annum.

6. The date from which interest shall accrue for each Note is February 21, 2014 (or the most recent Interest Payment Date on which interest has been paid or duly provided for).

7. The Record Date for interest payable on the Notes shall be the April 21 or October 22, as the case may be, next preceding the Interest Payment Date.

8. The Company may redeem the Notes, in each case in whole or in part, at its

option at any time and from time to time at a redemption price equal to the greater of (i) 100% of the Principal of the Notes to be redeemed on the relevant redemption date; and (ii) as determined by the Quotation Agent (as defined in the forms of the Notes attached hereto as Annex A), the sum of the present values of the Remaining Scheduled Payments (as defined in the forms of the Notes attached hereto as Annex A), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the forms of the Notes attached hereto as Annex A), plus 0.15% in the case of the 2024 Notes and 0.15% in the case of the 2044 Notes, plus, in each case, accrued and unpaid interest thereon, but excluding, the date of redemption. Notice of any such redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Notice of redemption will be published in a daily newspaper of general circulation in the United States, and the Company will give notice of any such redemption to any exchange on which the Notes are listed. On and after any redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. On or before the redemption date, we will deposit with a Paying Agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by DTC, in the case of Notes represented by a global security, or by the Trustee by such method as the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a global security.

9. In the event of changes in withholding taxes applicable to payments of interest on the Notes in Switzerland or any other Relevant Taxing Jurisdiction (excluding, for the purposes of this section, the United States), the Company may redeem the notes in whole (but not in part) as set forth in the forms of the Notes attached hereto as Annex A.

10. There is no obligation of the Company to redeem or purchase Notes pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof.

11. The Notes are issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

12. Additional Amounts are payable by the Company or the Guarantor, as applicable, as set forth in Section 4.5 of the Indenture, except that no Additional Amounts will be payable with respect to Taxes: (a) for or on account of any withholding or deduction imposed under the U.S. Internal Revenue Code of 1986, as amended, any U.S. Treasury Regulations or other guidance issued or agreements entered into thereunder, any official written interpretations thereof or any law implementing an intergovernmental approach thereto; or (b) that are imposed on a payment to an individual or a residual entity and are required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any subsequent meeting of the ECOFIN Council on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive.

13. The Notes are issued in registered form only. Individual certificates in respect of the Notes will not be issued except in very limited circumstances.

14. Instead of the Events of Default set forth in Section 7.1 of the Indenture, an Event of Default with respect to the Notes will mean only any one of the events set forth in the forms of the Notes attached hereto as Annex A.

15. The Notes will be guaranteed as set forth in the forms of Notes attached hereto as Annex A.

16. The applicable CUSIP number for the Notes is 66989H AG3 for the 2024 Notes and 66989H AH1 for the 2044 Notes.

17. The form and terms of the Terms Agreement (including the Underwriting Agreement included as Annex A therein), dated February 18, 2014 among the Company, the Guarantor, and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the “Terms Agreement”), which is attached hereto as Annex B, is hereby approved.

18. The Notes are being sold to the underwriters at the price and upon the terms set forth in the Terms Agreement.

19. The Notes and the guarantees shall be in the form attached hereto as Annex A.

IN WITNESS WHEREOF, I have hereunto signed my name.

Dated: February 21, 2014

	NOVARTIS CAPITAL CORPORATION


	By:	/s/ Kenneth P. Schuster
	Name:	Kenneth P. Schuster
	Title:	President

Novartis Capital Corporation Officer’s Certificate

ANNEX A

Forms of Notes

Incorporated by reference to Exhibits 4.6 and 4.7 to this Post-Effective Amendment No. 2 to Form F-3 (file no. 333-183955) filed with the SEC on February 21, 2014

ANNEX B

Form of Terms Agreement

Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012

EX-5.6 5 a14-5956_7ex5d6.htm OPINION OF MAYER BROWN INTERNATIONAL LLP

Exhibit 5.6

Mayer Brown International LLP

201 Bishopsgate
London EC2M 3AF

Telephone: +44 20 3130 3000
Fax: +44 20 3130 3001

www.mayerbrown.com
DX 556 London and City

February 21, 2014

Novartis AG
Lichtstrasse 35
4056 Basel

Switzerland

Novartis Capital Corporation

230 Park Avenue, 21st Floor
New York, New York 10169

Re:	Novartis AG
	Novartis Capital Corporation
	Registration Statement on Form F-3

Dear Ladies and Gentlemen:

We have represented Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the “Guarantor”) and Novartis Capital Corporation, a Delaware corporation (the “Issuer”), in connection with (i) the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form F-3 (No. 333-183955) (the “Registration Statement”) relating to, among other things the Issuer’s debt securities, which are fully and unconditionally guaranteed (the “Guarantees”) by the Guarantor and (ii) the offer and sale of $2,150,000,000 aggregate principal amount of the Issuer’s 3.400% Notes due 2024 (the “2024 Notes”) and $1,850,000,000 aggregate principal amount of the Issuer’s 4.400% Notes due 2044 (the “2044 Notes” and, collectively with the 2024 Notes, the “Notes”).

In rendering the opinions expressed herein, we have examined (i) the Indenture, dated as of February 10, 2009 (the “Indenture”), among the Issuer, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, the Guarantor, as guarantor, and HSBC Bank USA, National

This is a legal communication, not a financial communication. Neither this nor any other communication from this firm is intended to be, or should be construed as, an invitation or inducement (direct or indirect) to any person to engage in investment activity.

Mayer Brown International LLP is a limited liability partnership (registered in England and Wales number OC303359) which is authorised and regulated by the Solicitors Regulation Authority. We operate in combination with other Mayer Brown entities with offices in the United States, Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership. We use the term “partner” to refer to a member of Mayer Brown International LLP, or an employee or consultant who is a lawyer with equivalent standing and qualifications and to a partner of or lawyer with equivalent status in another Mayer Brown entity. A list of the names of members of Mayer Brown International LLP and their respective professional qualifications may be inspected at our registered office, 201 Bishopsgate, London EC2M 3AF, England or on www.mayerbrown.com.

Association, as trustee (the “Trustee”) and (ii) the Notes, including the Guarantees endorsed thereon.

In addition, we have examined such other documents, certificates and opinions, and have made such further investigation as we have deemed necessary or appropriate for the purposes of the opinions expressed below. In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties other than the Issuer, we have assumed the due authorization, execution and delivery of all documents, and, with respect to all parties other than the Issuer and the Guarantor, we have assumed the validity and enforceability of all documents against all parties thereto, other than the Issuer and the Guarantor, in accordance with their respective terms.

As to questions of fact material to our opinions (but not as to legal conclusions), we have, to the extent we deemed such reliance appropriate, relied upon certificates and other statements of officers of the Issuer and the Guarantor and of public officials issued with respect to Issuer and the Guarantor.

Based upon and subject to the foregoing, and having regard for legal considerations which we deem relevant, we are of the opinion that:

(i) Based solely on certificates from the Secretary of State of the State of Delaware, Novartis Capital Corporation is a corporation validly existing in good standing under the laws of the State of Delaware.

(ii) The Indenture has been duly authorized, executed and delivered by the Issuer and (assuming the Indenture has been duly authorized, executed and delivered by Novartis Securities Investment Ltd., Novartis Finance S.A., the Guarantor, and the Trustee), the Indenture constitutes a valid and binding obligation of the Issuer and the Guarantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii) The Notes have been duly authorized and executed by the Issuer and, when duly authenticated in accordance with the Indenture and when payment therefor is received, will constitute valid and binding obligations of the Issuer enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iv) The Guarantees, assuming the due authorization thereof by the Guarantor under the laws of Switzerland, constitute valid and binding obligations of the Guarantor enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

We are admitted to practice in the State of New York and our opinions expressed herein are limited solely to the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we express no opinion herein concerning the laws of any other jurisdiction. In rendering this opinion, we have assumed, without independent investigation, the correctness of the opinion dated February 21, 2014 of Bär & Karrer AG, as to all matters of law covered therein relating to the laws of Switzerland.

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to this firm in such Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

	Very truly yours,

	/s/ Mayer Brown International LLP

	MAYER BROWN INTERNATIONAL LLP

EX-5.7 6 a14-5956_7ex5d7.htm OPINION OF BAER & KARRER AG

Exhibit 5.7

Novartis AG

Lichtstrasse 35

CH-4056 Basel

Switzerland

Novartis Capital Corporation

230 Park Avenue, 21st Floor

New York, NY 10169

United States of America

Zurich, 21 February 2014

Novartis AG - Form F-3 Registration Statement - Swiss Legal Opinion

Dear Sirs,

We have acted as Swiss counsel to Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the “Guarantor”) in connection with (i) the registration under the United States Securities Act of 1933, as amended (the “Securities Act”) on Form F-3 of an unspecified number of debt securities (the “Debt Securities”) to be issued by Novartis Capital Corporation, a corporation incorporated under the laws of the State of Delaware, USA, and Novartis Securities Investment Ltd., a limited liability company incorporated under the laws of Bermuda (each, an “Issuer” and together, the “Issuers”) and to be fully and unconditionally guaranteed by the Guarantor as to payment of principal and interest pursuant to guarantees issued by the Guarantor from time to time (the “Guarantees” and together with the Debt Securities, the “Guaranteed Debt Securities”), and (ii) the offer and sale of USD 2,150,000,000 aggregate principal amount of 3.400% Notes due 2024 and of USD 1,850,000,000 aggregate principal amount of 4.400% Notes due 2044, in either case issued by Novartis Capital Corporation and fully and unconditionally guaranteed by the Guarantor (the “2014 Notes”).

I Documents

For the purpose of this opinion letter, we have exclusively relied on the following documents:

a) copies of excerpts from the Commercial Register of the Canton of Basel-Stadt relating to the Guarantor dated 24 September 2008, 19 September 2012 and 19 February 2014, respectively;

b) copies of the articles of association of the Guarantor dated 26 February 2008 and 23 February 2012, confirmed by the Commercial Register of the Canton of Basel-Stadt to be up-to-date as of 24 September 2008 and as of 19 February 2014, respectively (the “Articles of Association”);

c) copies of the Regulations of the Board of Directors, its Committees and the Executive Committee of the Guarantor (Organisationsreglement) in their versions dated January 2008 and 1 January 2014, respectively (the “Organizational Regulations”);

d) a copy of the Chairman’s Committee Charter of the Guarantor effective 12 December 2007 (the “Charter”);

e) copies of the Management Authorization Levels of the Guarantor effective 1 July 2008 and 11 April 2011, respectively (together with the Organizational Regulations and the Charter, the “Internal Regulations”);

f) a copy of the resolutions of the Chairman’s Committee of the Guarantor dated 20 August 2008 regarding, inter alia, the execution of the Indenture (as defined below) to the extent the Guarantor is a party thereof;

g) a copy of a certificate issued by the Corporate Secretary of the Guarantor, dated 21 February 2014, concerning (inter alia) the resolutions of a meeting of the Board of Directors of the Guarantor of 22 January 2014 regarding, inter alia, the issuance of the 2014 Notes and the establishment of Guarantees of the Guarantor relating thereto;

h) a copy of a Registration Statement dated 18 September 2012 (the “Registration Statement”);

i) a copy of the executed indenture dated 10 February 2009 between the Issuers, the Guarantor, Novartis Finance S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, and HSBC Bank USA, National Association and attached as Exhibit 4.1 to the Registration Statement (the “Indenture”);

j) copies of nine executed securities constituting the 2014 Notes, each dated 21 February 2014, titled ‘Guaranteed Debt Security’ and containing an executed

‘Guarantee of Novartis AG’ (such guarantees collectively the “2014 Guarantees”); and

k) such other documents and communications as we deemed necessary to render our opinions expressed in Section 3 below.

II Assumptions

In rendering this opinion, we have assumed:

a) the completeness and correctness of the information provided to us;

b) that the Guarantor owns all the issued shares of the Issuers, i.e. that the Issuers are wholly-owned subsidiaries of the Guarantor;

c) the genuineness of all signatures on and the authenticity and completeness of the documents under Section I submitted to us whether as originals or copies;

d) that the information contained in the extracts from the Commercial Register referred to in Section 1 lit. a) above is correct and, in case of the extract issued as of 19 February 2014, up-to-date as of the date of this letter in all respects relevant to our opinions;

e) that all parties have entered into the Indenture, the 2014 Notes and the 2014 Guarantees for bona fide commercial reasons and at arm’s length terms;

f) that the resolutions referred to in Section I lit. f) and g) have been adopted in accordance with the Articles of Association and the Internal Regulations and that the Internal Regulations were, as of the date of the passing of such resolutions, validly in force and effect in their versions referred to in Section I, respectively; and

g) that performance by the Guarantor of the obligations expressed to be undertaken in the Indenture and the 2014 Guarantees will not be illegal by virtue of any applicable laws other than Swiss law.

III Opinions

Based on the foregoing assumptions and subject to the qualifications set out under Section IV below, we are of the opinion that under the laws of Switzerland as currently in force and interpreted:

a) the Guarantor is duly incorporated and validly existing as a company limited by shares (Aktiengesellschaft) under the laws of Switzerland;

b) the Guarantor had and has, respectively, the corporate power to execute and file the Registration Statement, and to enter into and to perform its obligations under the Indenture and the 2014 Guarantees; and

c) the Indenture and the 2014 Guarantees have been duly authorized by the Guarantor.

IV Qualifications

The opinions set out in Section III above are subject to the following qualifications:

a) we are members of the Zurich Bar and do not hold ourselves to be experts in any laws other than the laws of Switzerland. Accordingly, our opinion is confined to Swiss law. We have abstained from examining any issues of any other jurisdiction and therefore no opinion on matters other than Swiss law issues is to be inferred;

b) we have not been retained as tax counsel or accountants and, consequently, express no opinion on any tax or accounting matters;

c) we do not express any opinion herein about the enforceability of a final judgement by a state or federal court of the State of New York, the choice of law or the submission to the jurisdiction of the state or federal courts in the State of New York as set forth in the Indenture;

d) other than as expressly stated herein, we express no opinion as to whether the contents of the Registration Statement are true, correct, complete and not misleading. In particular, and without limitation to the foregoing, we express no opinion on whether the Registration Statement provides sufficient information for knowledgeable investors to reach an informed assessment of the Guarantor, the Issuers and the Guaranteed Debt Securities;

e) our opinion is based solely on the documents referred to in Section I above and is confined to Swiss law as in force and interpreted at the date of this opinion;

f) we express no opinion in respect of the provisions in the Indenture and in the 2014 Guarantees concerning the payment of Additional Amounts (as defined in the Indenture) (gross-up) with respect to Swiss Withholding Tax; and

g) in this opinion, Swiss legal concepts are expressed in English terms and not in their original Swiss terms. The concepts concerned may not be identical

to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

This opinion is furnished by us, as counsel to the Guarantor, in connection with the filing of the registration of the Guaranteed Debt Securities, and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission, or relied upon by any other person. This opinion is strictly limited to the matter stated in it and does not apply by implication to any other matters. We do not assume any obligation to inform you of any facts or circumstances occurring or coming to our attention subsequently to the date of this letter and which might have an impact on any matters addressed in our opinions given herein.

The obligations resulting from this opinion letter shall be subject to the substantive provisions of Swiss law.

Yours sincerely,

Bär & Karrer AG

/s/ Roland Truffer

GRAPHIC 7 g59567kmi001.jpg GRAPHIC begin 644 g59567kmi001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S`%P#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#UYI'#$`]_ M2D\U_P"]^E(_WV^M-KR95)W>K-DD5M8EU'^Q;[^S&_T_[-)]FX7_`%NT[/O< M=<=>*\K\WXY_WOTLJ]=HJH8B;\<_[WZ65>NT5? MUJ?9!R(\B\WXY_WOTLJ/-^.?][]+*O7:*/K4^R#D1Y%YOQS_`+WZ65'F_'/^ M]^EE7KM%'UJ?9!R(\B\WXY_WOTLJ].\'G76\+V9\2_\`(5^?S_N?WVV_<^7[ MNWI_.K]68O\`5BMJ-:525F3**2('^^WUIM.?[[?6FUP2^)FB"BBBD`4444`% M%%%`!1110`59B_U8JM5F+_5BNK"_&_0F>Q`_WV^M-IS_`'V^M-KFE\3*0444 M4@"BBB@`HHHH`****`"K,7^K%5JLQ?ZL5U87XWZ$SV('^^WUIM.?[[?6FUS2 M^)E(*,TC*&4@]/KBO.].U"[$=N(KV\6Y.JRQ&>YE

4'8;"6.TG```ZYIQC MS";L>A/-%$<22HAQGYF`XIX8$`@@@\@BN;\7WQL[6.6'R&FA_>NC@'?'G!7G MJ#_2F^+KIAX0-Y:320?ZMD:%V0@$CCY?:A1O;S"YTU%`@[`RNJKY$ISF+@?PO_`&/+76GZ/+-:1F>Z5#Y:\#<0"2?R!-)J=^S>&KC4;"?:1:M<12``Y`7<.OK_6A M2>X:%9-'OXM:@U.*:%&DB$=[&"=D@!X(&/O#GG-;E&>Z%ZNI6 MIFD`15-OA0P/`Z$G'-.U"_U)?$\]C'JHMK=+#[4"T2$*=VW&2.G&:;BV[,+H MZBBN9FUK4)?`#ZVH-I=I;--L*@_=SZCOC/3O5S1I+Z9HII-46ZC:!3+'Y:J4 M9@".0/K4N+2N%S:JS%_JQ7"W6K:O9V^K77]I"4Z?<^5';-$@\[Y4;&0,Y.[' M'I7:V4C2VDZ9-%I\H2;YCM)QY@VGY M<]LDCFL1+/4UO(]1MM":U7@]"L7<0;_*8OMSY8(SG'3.<5Q&D^']:T/3;*[L+$KJ"N4O;0WJ*B,9Q5K#T,;RKB^U)3=60WJ*/(;U%-1GV%H< M=IVB:AI4FEWUK;%6%NMMJ%J9%^8`<.#G'!]^0:?J?A^75_%,\EU9M]@DT_[, MLPD7*OOW`@9S^E==Y#>HH\AO44_WE[V#0Y.XM-;?&%K=9%D0+ M,""`_7CMD5;T:&YM/(@71VM0R*+B4R1D$JN!@*Q.2<5T/D-ZBCR&]12<9M6L M/0XN;P]>WQU2<6S6E[]L^UV,[.K`,$10"`3UVGKZUUNCS7<]@KWMHUK/_$A= =6R<#)!!/&<_E4_D-ZBI44J@!KHH*7-JB)6L?_]D_ ` end GRAPHIC 8 g59567kmi002.jpg GRAPHIC begin 644 g59567kmi002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`._\;>*)_#%K8RP"V_TF=HF>X("KB-F')91R5`Y/?\*R MHOB.WVYH7M$D!MUE1$W(P8^2"&W8(P9>/EY]L&M/Q3XKNO#J::S6L0-R29P2 M6$8&W(4\9/S<=3Q]W&2)-?\`%4NEVFE75I:?:$U!FRC9W*HA>0'C/3:,]>,X MR:I?\+!A2ZFM!;QW;PQ!UE@EPLF)(T/!&5YD!'4$=ZFO?&TUA!)+/I.!'=?9 M&87'R+($WG+;>!T`/:?%<:?.+2T>X>V)*W!81EE11N^9CC/`X7WIUIXX:\<0VUO% M.3";(A&UM;;[0\UK&R2RX9_-:(,0G4+B M3`;)Y'2NIT?4EU?2+;4%B,0G3=L)R5]LU=HHHHHHHHHHKG/%OB5_#JVY_!MR,Y[Y[=^FHHHHHHHHHHHK-\0 MZF^C:#>:B@0M;Q[\2?=Z]ZRI_'-@FJQV5NJW23+$\,T,H83*_F9*8^]M,>#@ M_P`0K.G^)EO;:<]Z]BA6,!BJ7()*E`Y`.W&\`XVDCD$9JT?'JJUT#ICA89'C M1_-&T[+CR"S''R*"0Q/.!GTYZ'1]275],BOEB,0DW?*3D<$C(/<'&0>X(-7: M**********X>P^(*.]W)<76G7%M#=K;*T#F-E^\"[JQ.%W`*"<9)^F;>F>/8 M=3U'3+1;$Q?V@L9&^4;UW0&;(7'S+@;=V>N1CBNMHHHHHHHHHHHKEY_&JP^( MCHG]FRF<7"P;M^%);:0>1S\A9N/[A%06WCW[7<36L&E2-<012R,AE`!,8.X` MXYP^%^IJSHGC>RUF:8&$VL,?EA9I7^5S(Q$0';Y@`1SW%9,'Q)*:7Y]U90R2 MJ$):*8B-BPD)7.#M<",_*3_$O.2!5U_B!$+BXB339&\D+C=*%8DL@Y7'`/F9 M!&*WO[.R\N(RSEEE=IPL<3KLS&&Q\S_."%XR`3Q4/A/Q/-KPD M@NK58;B*"*0RI-NG0>66QM#<\$Y&,]:KCQ1H+/"AU2V#S3 M_9T1G`/F\_*1V)VG&<9XQU%3QZYHTK1)%JMB[2[O*"W"$OMX;;SSCOCI3H=5 MTJ==T&H6KE%%%%%95UXBTBRU"2SN;@Q3QH M78M"X7A2Y&_&TMM!.W.<`G%2Z?K>DZG'`UE>P2&XC\R)`P#LF2-P4\XX/;M3 M].U73]6$S6,ZS>1)Y4GRD%6P#CD>A!!Z'/%5X/$VAS00S)J=LL4^P1/(^Q7+ MC*J"V,L1SMZ\CCD5/_;FD;BO]JV6X,RX^T)G*C)'7J!R:?!JNG74D<=OJ%K, M\T?F1K',K%T_O``\C@\U7_X2/23#/+'>"86]PUK(L*-(_FJ,E`J@LQ`YP`>` M:OP3)<0I-&24<9&Y2I_$'D?0U)1111116?JNMZ=HR1MJ,K1I+G!$+N`!R68J M#M4=V.`/6HH_$FB32W2?VC;H;2;R)C(X0*^"=N3P3@$_A5G^U+$:K_9GG`7A MC\SR]I^[]<8S[9S4.0,Y.*&U_ M1D1';5[%5D02(QN4PRG@,.>0?6G#6])()&J69"R"(_Z0G#D9"]>N.<4HU>R; M49;!96:>$9EQ$Q2/@-AGQM#8(.TG.#G&*DT_4+35;"&_L9UGMIUW1R+G##\: MLT4444457OKRWT^SDNKIF6&,98JC.>N!A5!).3T`K.A\5:#-/#`E]&'EA>95 M=2A5$)#EMP&W:58$'!!!HCN_#VC6D+P/;107DP1'A7>LC_=ZKGIC&3P,5>O- M1LK`J+J98S(K%1M)W8QG&.IY''?/%1_V[HXWC^U;(>7)Y3@SJ"CXSL//#<'@ M\\4)KVCR?U+<:UI]O#!,9S*EP<1&WC:;?ZD!`> M!W/0=ZDMM2L[R[N[2WN%DGLV5+A!UC)&X`_@:M44444445@2^,O#MO!<32WA MC6!U1]]O(A)+,J[05!8%E8`C()4\\5:EGT"*ZN=1>:S-Q81%IY`X9X$P>2!R MO`8?@:L1ZM8RZ6-368_92N[>48$#W4C(/L1D4S^W=(\PQMJ5JCA&?:\H4E%^ M\P!ZJ,'YAQQUH/B#11UUBP'3K?Y5W!(;;/G!)`QCQG M.['3H>OH:J1^)-*FMK2YAN'FBO(Q)$T4$C_(>C,`IV#W;`K4HHHHHHI,#.<4 M``'(`S1@>@HVKC&T8Z]*-H]!1M'H*,#T%&!G.!FC`]!ZT``=!6;K.@V>NI$E MYO*Q%BNTC@E2N?J,Y%9D?@:RANUNX;RYCG29YXW`C)5WW[SRIR#YC\'@9]A4 MG_"&6*ZA#?)!K16A+:C>N(6#*C,A48Z8&W MY?PQVJ.[^'6C7Q=II;KS&&%D60*4/E1Q`C`ZCRD89SAAGL*DF\!Z;/J1O7N; MH_NS$(]RX524.`=N?^68QSQDU;L_"UM::M'J?VF>6=0-WF!"&81^6&Z?+\N! M\N!Q[G.Y111117/ZAX.LM1U:;4VGEAN)4V>9$L8=1L*8#E2P&#G&<9J;0/"] MIX>DGDMIII&G4*_F;<#][+)P`!CF9A]`*;H/A2Q\/74]Q:2S.UP@1_,VG(4D MCD#).68DG)8G)R:S&^'.FC05T2*_OH;$1;#$K(0Q*[6?!4C<>OIG)&"36I)X M5LI;5[=I9MK0R0Y!`(#R;R>G4'\/7-.T;PU:Z)/@!&:W=/LDTZ MP@LXW=TA0(&D(+'W.*LT444445C^(/#5GXC6!;MB/(W;?W:/@L,9&Y3@C'!' M(JG;>";&WUM=6-Y=RSK,LP$C*1D"8`'Y$+.;4;_4(KNZMKG4"//>%E&Y0BH$Z=!L! M](+2"UNWE6.`DKLQGE<9Y!P<=&&".<'DTM M_P"'+744L?/FF$M@I\B9"%9'P`''&,C'TY(((.*I6_@FR@UG^U6O;N:?S-_[ MPKC[LRX/RY/$[=3V7TJO/\/-*GLH[1KFY$:62VG\!)"Q&(,"5.&VL>F/YYU] M-8R2"BH6!(QE202C#LRX(J/2O#%GI&I2ZA;3W;33JPG\V=G6 M0E]P.#G;@EL!<#YCD'BMFBBBBBBBN2D^'6F.MP$NKB`W#LTAA2)-^=_W\)\^ M/,."V<8'X[*:#;IH]UIBRRB*YW[GR-PW=<<8_,57MO"EC;:#=:*'=K2Z)W*5 M0;00,@```#C@8X''2J%_\/K#4`(YM0OO(2)XH80R$0HT;Q[5)7.`LA[]ESG% M7+_P?8:A-=3233+)"UFN'L"8U\Z06Y*CS8@SKA1R8VFX(.-HQU MJEJ47CF:>P>-[N,P/\YM_(*,IA92[@XR^\].5`P=I/%7TA\57KJEW)=VOSP% M3"T!5%`0N6.,E]QD&,;,`<9ZU8Y/B`XA,P\MY$M0ZQ)"50$Q^-XM2FEB,DD;62(&9H_GE5IN=OW5RI4D@#+;.B@X'B\:7%L\,EQ?)^ MZXEC6WC?*R`@_P`66*C'\(_V1GA\O_";I-;S0O.A!!\DDDZM)D3>0B294;2VT$JH8GY5R>/O'O?BAU^[\*SQ7 MLMTE[YJE2H1)7C!4LN48`9^9=P*D#D<@$LT.S\10:M$VIR2R((P&<3;HMOEJ M-NW/+^9N.[;T[UU5%%%9>M_;0+)K)+ARMTAE6$J,QY^;=DCC'I5'27O;74+U MY[345BN;E8X(II?."@;MTF[<=H(&=O`&%P,DU2UFY\5PZYMLA*8&N$\I$2(Q MM`H1GR3\PD/[P=0N`N.>:JW3>-YKF#RHKA()$=9D+0@+PY5@5(8-D(N`2,$_ M6M'Q''XFEU-/[)W^1&L;PJK(L.V1Q@]VV4?BFZ\+ZK;ZCYRWK,1:.72.3:44GYHB` M,,7`(P<`&F2VWBZQ=+:UNIKF-$8>8RQ,NTJY'+'>75]BC)P5R3D\U5\KQND; MR)/>"25HBX/1L<]SW]ZDHH MHHJAK<5Y+I,QTYV6[CQ+"JOM\QE(;83Z-C:?8UR-Y#XXMH+B2Q^TO<2P12I^ M]B<+*3.[1;7XVC,29&#@#DXK=U>VUN74K/[#)(EOH@;R5Y&4)!SG@X8'!XR:6P_X3*63%](\.'+/Y<<)485OE4GD MH2%QD!L'D^E73K;QF^HRR7=Y?1Q2I"BDFW(4"1O,;;MPK;2N,9X)SD@842>. M1X^0JNT M<*G,@.&+9"G<1FM*ZM=<;QS:74,DW]EI$$EC\P",\29.,\G=Y?&W/`PP&Y6Z M.BBBBBBBBBBBBBBBBBBBBBBBBBBBBBN5U[Q1.6RA.FV[R1VURI\RZ( MB\P,A##"@@@C:<[6Y%2Z;XIN;NSU6>YTR:W:RF>-8RH8J%@CD^:9 M+(U\+>WD6!F6Z4@VNY;:UGN1,'*QA8X89",#.XCSL8 MR,E3TSQ:N_'-S#!-=16%NT5JTYEB:YQ,4B5RQ*A3L),9*\D,"#D=NQ1@Z*XZ M,,C-.HHHHHHK'UW5I=/GM8(Y[6S6<.S7=VN8DV;3LQN7YF!)'/&T\&LC1_&- M[J&LO93:8RPJ+PK+%AO.\FX2)=@W9Z-\VX#GIQ5C5/%#VC:G&+NPMWM##Y7F M`R%R^?E*[E^8G`'.!G)S5K^WY!?36SM9*4T];I1Y^?F.)9 MYO".DZM&((Y-1CB+RL-T-NS1EB6&Y]3S(YI)0K,C%MC*A'((7)YR-PX/.+5SXB>#6] M5T[_`$0?8K".ZC+RX)+%P0WH!L'_`'T/6M73+S^T-+M;S*'SX5<[#E`N[G.>*TKSQ-<1:_9Z=':/&DR;B9D&Z0G>`JC<",% M02<-@,.!U&1;>-M4DC0S6ULF9G42[3LFPL1\M/G/SYE9<@L"8FX&<#?TW79+ M[^W%(M]^F730H(WW941(X+>^6(_`CM68?'UI$%5HEG?[-#,?(D#&0NDK,J+R M25\KI_M"JX^(R^?%$UC;N3>K:R&&]WCYA%AD.P!^9@".",$\TY/B"QL(+F32 M@IFA6X"BX)RAC1PJG9\TI$F`G?:<&NTHHHHHHHKE#XHO5,+[J&X3[*]K+#-;1R`/$5>W+-&"9!YF0`)-Q4A<`?>)Z7-,\32WFLZ?82B MU"W=A+<;D?YF9)$4;1_=8,6')Z>U5KKQ7=6>N7T?VBQNK&S>**2-(RDJ/(Z* M?FWG<$5MS':!R!GKAVG^.(M0UFTL([1`EU,T(5Z<]*6+4]+D>VCAOK1 MVN%9K=4E4F0#J4&>0.^*L0&WEA2:W,3Q.`Z/'@JP(Z@CKQ4$[?FQCI\R]?6J_P#P MDVC%;Q_-D*VDODS/]DEVF3<4*J=N'(((.W.*MW.K65I!!/-(_E3D;)$B=U`/ M0L5!"K_M'`]Z8=(=$G@%PFIV83S!%EI54AVZ(03PQXXZFG/JVB^ M7-*^H6&R)U29S,F$8G`#'/!)X`-6XVMI7D6,Q.T>$<*02N0"`?3@@X]"*<6A M5E@)0%P2L?'(&,X'XC\ZH?V]HS;V%["?+NUL21SB8[<1CU/S+TIT^LZ=;ZLF MF2._VLQ>=M6W=E1#N^9G"E5!*MU(SBE@U?3[K3FU&W9Y8(\\I`Y<>P3&XD\8 M`'.1BDAUC2[J55BE#O+"93^Z;Y4Y^_Q\O0C#8/!]*)M;TRUT8:LT^+'Y=LD< M;-NW,%7"J"3DD`8'>B#7;&XO8K-!=)--'YL8ELYHU9<`GYF4#(R,C.1Z5&?$ MND#[1BZ9C;/Y;A(78ELE2%P/GP0P.W."I!Z&M*&:.XA2:%P\^O;?3[.2[NF988QEBJ,YZXX5023D]`*I6WB'0[AVBBO[972/S"CL$(4#) M.&P<#//H>N*GBUC2KB2)8=2LY7D3S(PDZL63&=PYY&.]26U_I]Y'"UI=VTZ2 MJ7A,4BL'`P"5QU`R.1ZU,[0VZEW*1JQ`+'`!).!^IJG-J&E07C:?+/"DZV[7 M#1XP5B!`9CZ#)%5H[[0M(T2VO;=`EC<%7@-O;O(9"XRI"J"Q)'M5FVUC3+O4 MI=-AF5KN!0[Q&-E*C"GN,9`=,CJ-RYQD4P>(=,PV9I%82B'RVMY`[,+=%N[:"YBN9?)N)`D3 MO:RH)#QR-RC*\CYON\]:N76KV%E=I:W$_ERNNX#:Q`'/)8#"YP<9(S@XI]AJ M-KJ+/#\EUY/V^**4OLQ.IBRA(.,XJY+K6C1"59=3L4$+^5(&G0;&QG:>>#@9Q4OV_3S--%]KMO- MB"B9?,7FX=LYXS5C8FX-M&X#`..15.ZU'3+.WBNKB>%([F1(HY.OF,YPH M&.N2:BB.C3W]S>Q"&2ZL289I`,M$=NXK]<-V]:AC\6:*\5I*;J2-;U]EOYUM M+&7.5&<,H(7+J-QXRP&[#&%)(V1F"]3M8`@<=_ZU%/K^G6U[/:2RRB6WC$DI%O( MR*#T&\+MRM/M_!>GVVJC48II_.,SRN&VD,3+)*!R.,-*X&.<'K6W:0 M&UM(8&E:8Q(%,CA06P.I"@#\@!62_A#29%OTD2N>W%+IWAB#2[C3)8+RY9=-L391QN58.AVY+'&F`,=,5#>^#;'4/MG MVF9Y/M;*7!BBVX5BP!79AN6/+`G@=^:MW>@KW,4-D4(&5?SMHPN\L M#NP<'ZC)JHO@ZTBBO$M[NXA-VZLQ4)\H5V<`#;@\L>3DX`&>*OZGHL6JO;&> M=P+=P^%1"6(96!R5)7E?X2.I]L5;?PGI\&CWFDEYI+:[@^S$,0"D04JJJ0!T M!/)R:2#PG:PWZ7INKB2;>'F+;/WQ#LZYPO&&=L8Q[YK=HHJC>Z3:ZA=VMQ!C'.5N? M`NFW,PF:>X$J*H1LJ0N&F/0C!R)W!SVQW&:W+*R%DKHLSR(VW:K*HV`(JX&` M/[N><\D]L`176BV5YJ$-],C&6)&48<@'./3TQ63#X&T^TL9+.RNKRWBDOH;W M!E\TJT>S:H+Y.,QJ?7MG&`-&_P!"@U'48;R:>13"I"JBH"#AAG=MW#ASQG'` M]\PZ?X9@TK09])L+N>V6;)\V((K1D@`E%"[5Z9X'4D]3FHK?PC9V]];7J3RB M6VC")M5%'"NH)PN>`YXZ$@$C(JW#H:PZ$ND_:Y'1<`2/'&Q(!S@@KM/Y4NG: M%;Z;+%)'++)Y%JMM$)-N$4')(P!RWRY[?*,`52'A"T1I6AN[F)FE,D1&P^26 M=Y&VY7G+2-USP>,5LV5G#I]A;V5LNV&VB6*-?15``_05/1574;"+4[&2SG+" M.0KNVG!X(/\`2LF^\&:;>O&P>:W$4PFC6':`K")HQP0>@;/U'IQ4$O@/2[BW M:"XFN94DEDFERRC>SK,K]!QGSW/'3CTK3TO1$TORQ'=2N%\PL&1!O+;>3A0< MC;VZY.<\8L:GI=MJUL(+H,55U<;3@Y!!_I6>/"6G1:S)JUM)70NI7^U%248+A-HP,'&>@[YK( M?P-ITOEF:>9VCG$^=D:C<`H!"A0%;Y!\P`89.#S5[4O#EGJ=_P#:YWE4M&L< MJ+C$JJ6*YR,C!=CP1UJQI&DQ:1!+''+),\TGF2RR;=SMM5!]T`?=11T[5?HH MKGKCP5I=Q836FZ6,3Q3QR2(1O82]3DCMGBFOX+LI+E)GN[H^6TAC3Y`$#K*I M'W3V'OF6Q\)VFG74T]M<3AI<\,$;;N96;!*YP2O3.!GCH,;:T+31EM M+O5+@7WD>>=GMYS..$"[B4.54+ MA/\`5KRH!Y;GYCFWJWAJ'6KF5[R[G:"6V>V-N-NU58$,RG&0QR.<]OKDM/#< M5F]D8;R8"TEDEV[$"NSYSD!1@33.6>)HU7RX\*"`.NW+= M,X8D9^@PU_"]D=(MM.ADEA%K*TT4R[2X=@X=N01D^8^>/XJ=8^&K/3]3%]%) M,2D;1Q1L1MC#",-CC)SY2=2<<^M;%%%%%%%%%%%%%%%%%%%%%%%%%>0>:+#1O$<`=KN\:XW6!A\K[= M(!Y^T#>&VY&>F>V-P&6-=6H(4`]<>N:6N@ZKIM[HCW#0R)9:/]BN&69N9,QD$*1@X\LC/!.[ MIVJA>>"[J9-66VAMK<7\ZRL0ZM)(?,9R2YB/'(PK!P.0,<&M;5=&OKO2]*M3 M;VEU-;-&9IG8JT951EHB0Q#$C&2<@$\YJB/#>LQVVI)O@F:XN$EC)E*LQ$C, M2SAG6IM/T.^LKG362WMX MH;>:=FABG8)#&^=J*NT`XR.PQT%=-116'X@\.KK]YI[2L@AM&>1@T4+D2OMOI6#)M&]`6!(!;..25'0\FNJLHYHH7 M$PPQFD8?O3)\I2!CC'R]!T&0*LUFW=GJ,VJV]Q;WXAMXXW#Q%,Y)VX^O0 M_2N:@\*Z_:V,\4M[!?7$FLP7XEWO#N1/*+Y&6Y.PC;T&<^PU-6\/2WOB:WU: M""V$D4/E>?*VXJ,2<*NW*G+CYE8$CKT&8=(\/W^F>#[K2Y8K2]F?<8H+@YB8 M$#Y9"%`(R"3A1D'G)R3%8>&]4M-2LKC?"88+;R61Y-Q48?*IA!LR2ARI&`N, M'`JT=!N+KP4FC7UM%,XV!X_M!VL%<-RQ4YZ=""#T/6C1_#(LM3M+V>SL(Y;6 MQ6`2VT2JSN>&SA1\JA5"]N6X'%9MSX1U5M+U^WBD@,^HI*L`>""/6N>C\,:Y8WDT=A>B.Q%L8;=4G,04X7:WE(HC5@V\DJ%!&`075)-1BNK9]/EME@VO$REO+(&0Q')5CN`!&<<\82?P MY=W?@73=%N[>WN;FUAB20/*"A9$VAOF1@W.#@KW]N7Z/XXP*Z+3;.\MM4U.:5$\JY='B83%B<*`<@CY1D9P">MVM( M+1;2TBM[L3A$<,W"H,L_E@N5G4%B`<@-C\*V***X8 M>"M3L(Q)I=U'%O-.J&&^G\RW'GLQQY2H0< MCY>5)XSC=[5S\?@:_C72XX/LEK!879G2&$A2HS&06*H`YPCC("MA@-V-V[4U M_0-0U357GLDM[1Q9RQ17R2%9A(Z,HW87E!D$#/7GJHIVG:)J-E+I.8K<1VDD MQ=4EVA$?.T!50*QYY.!W^I9JGAB6^UR[OX[>W7SK8Q&4NI=_E&U>8\H,@Y&X M@CMSPDWAF]/A>RTW?!<26\[2R0R';$ZMYF(_NG"H77''_+,=*NZ9I>H6?B*> MZF99+:2P@@WF9BQDC+[FVD8&0PZ'^'WK=HHHHHHHHHHHHHHHHHHHHHHHHKF[ MKQ9]CUZ>PEBLOLT#1*\XO?GC+E1AT*`#&<_>/&WINK*B^))GCAD31RHG6VV" M2Y"DM,8\<;>4'F#YAGE6&!C-2#QQ?-%=P_8[6.YMO/R7G(5BDLL:K&,9D_U1 MW'Y<9!QS@)=>.+UY%@M;6"VFC>03FX#21MLF>)E1AMR?W9.<<`C(ID7Q`NA] MM>?3X%"21K#$\S)(A>*%@LH"MM&Z4C?TS@$#K4L7Q#6=XA#IF1+%&P+7(7+. M`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`'.#P.,N\1>,FTRSO?L*6LL]M92SEWF^3S$WJ M40`?.59#N&5(&/7%;VEW\E_;2/-`L,L4SQ.BR;URIQP<#/Y"KM%%%%[TD,;1J!DHN"V\X'?82,@YJM)\09[CS(+*SMX9CY)CDFD+ MK&)/,P)$`4JP\OE<\`GGC!FM?&M[)'ILTME"JW4.^6-Y#%("75?D4@Y(WLVP,)6(+!.#TXJ:'QS.E M6]3\5-#+-%IZVDOEK&5>2XP9"S`#:@'S+C.6SP1T/-:NB:F=8TM+QH1`_F2Q M/&'WA7CD:-L'`R,J<'`XQP*T****************************88T+%BBY M/!..M+L3(.T9`P.*"BGJH_*H;K3[*]\O[79P7'E.)(_-C#;&!R&&1P<]ZF*( M2244EA@\=:-B9!VCC@<4%$/50?J/\^E*%4=`!^%($0#`4`?2C8I).T9/7CK3 MJ****K76GVE\8C=6Z3>2VY-XSM/K^E3[$Y^4<]>.M&U&>)XI84DCD&'5U!##T([TV"TMK6WCM[> MWBAAB&(XXT"J@]@.!4GEH<_(O/)XHVJ?X1^5`1`,!%&?:@JI;<5&?7%!13U4 M'KV]>M*`!T%+11113!%&!@1J!G/3O50:)I?D7$!T^W>*Y.9D>,,LA_V@>M6D MABB1$CB1$C`5%50`H'``]*=Y:?W%X.>G?UHV+_=''M0$0#`4`>PHVKNW;1D] ;\4;%SG:.F.E*`!T&*6BBBBBBBBBBBBBBO__9 ` end GRAPHIC 9 g59567kki001.jpg GRAPHIC begin 644 g59567kki001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#T7Q?K6I^' M]/74+&W@N8E8+)$X;?WR01["MJRNX;^RAO+=@T4Z!T/L1FJ>M*KBQ1E#*UV@ M(/0C#5RFDSSZ2VH>"E=A-YW^@OW%O)DD_P#`!N_'%:J*E'3&" M">)G6:-00("O4-DYXZUQVSVTL+/'/`K`AU(!5@2<<'CZ5C:K!)< M?$FP2*ZEMF_LV0[X@I/WQQ\P(K:TI!I%M;:;=W7G7,TDI1S]Z7YBQ)]\'GM3 MDDDO02O=D'B[5[[0="FU2R2WD%O@R),&^8$@#!!]ZJZEK^JZ'I<.K7T-I<69 M*><(-R/&&P,C)(;&1QQ1\1?^1#U3_<3_`-#6LC7TN;$:-:#N07$>P) MY3X&QFP/F4'M50BG%7[LF;:;L=X""`1T-&1G&>10K*RAE(*D9!'0BL2PT"XL M_$=WJCZC++%..(2?Y^P[8KG-S1U.6Z@TZ::S\GSHT+@3`E3@9QQS7.6GB/6Y M_""^)#!8M'Y+3M;KO5MHSG#9(S@>E=+J/_(,NO\`KB_\C7$^']#?4OAK:!M3 MN8T:V+>42OE<$G!&,E3CD9K:"7+=]S*;?-IV.VTZ]CU+3;:^B#+'<1+(H;J` M1FL*#5]=G\3WNC`:>HMH5F$NQSN#=!C/!XJYX0U9];\,6=]);I;LZE2D8POR MDKE1Z<<5CB"ZG^(FKK:7AM9/L$.'\L..IZ@T*-G)/H#=TFC7T379M0U+4=*O M+=(;S3V4.8VW)(K#*L,\CZ5-KNN)HT=O&D)N;R\D\JVMU.-[>I/8#J36-X%F M0/J5K>H5UV.?_3VWTK)UZ:;PWXR^W6R,5UNV M-N`H_P"7E?\`5G]?YU#J<;^#M?M9[12T>I67V+Y1UN%'[MC]<_SK7D4MNNWZ MF?,UOTW_`$.IT*\U*_CGGO1:B(2O'"8`V7"L1N.3WQ65JOBR[T+Q/#9:A!"= M,F4$W488&'<2%WYXQD=:Z.PM%L-/@M$Y$,83/K@=:R+RPMM4\17MC=QB2"?3 M8U=3_P!='_6LXN/,[K0MIV5GJ6=8O=1M9+/["+5DN9A"QFW94D$AA@\CCI[U MI_O/5?RK@K"[N])U.P\)ZH[2207:26-P1_KX`&X)]5Z5Z!2G'EL.$N:Y0U'1 M;+59(GNQ,3"=T>R=T"MZX4CGWJ4Z;:'4$U`P@W20F%92>0A.&],T_49-0MHYEN9O\`6NUQ(WF?4$X-37^CV>I7$$]R)B]NVZ+9.Z!3ZX!` MSR:**?,[WN'*K6L.U72++6K,V=_&TL!.602,H;ZX(S4EA8P:;:):6P<0QC"! MY&<@>F22<444KNU@LKW*5SX9TN[U1-4FCF-W']R07$@V>P`;`'M6M110VWN" M26QDS>&M-GU0ZFZSB\*[?-6YD4A?08;@>U2P:%86^H+J`6:2Y1"BR2SO)M4] M0`Q('2BBGS2[BY5V':MHUCKEK]EU"-Y8,Y,8D9`WUVD9I1H]B-);2GB,MFR% M#'*[/\OIDG/^%%%+F=K7'97N/TW3;;2;1;2S$BPI]U7D9]H]`6)X]JMT44F[ M[C2L5[VRAU"T>UN-YBD&&"2,A(],@@UG0^%-(@LQ91Q3BT`Q]G-S(8\>F-W2 MBBFI-:)B<4]6:L$$5M`D$$:Q11@*B(,!1Z`5FP>&=+MM6;58HYA>/]^4W$AW M#T()P1[444)M;`TF2W&@Z=XB$C6\HEB)_A8`C/ZFBZLK:\,!N(A(;>42QY_A<9P?U MHHHNPLBQ5!=%LDU5M459?M;#:7\Y\%?3;G&/;%%%";063);K3;.]N+:XN(%> 16T