NVS Novartis AG

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, File No. 333-250207 (the “Registration Statement”) is filed by Novartis AG solely for the purpose of: (i) updating the incorporation by reference of the Articles of Incorporation of Novartis AG and the Regulations of the Board of Directors, the Board Committees and the Executive Committee of Novartis AG; (ii) updating the incorporation by reference of the Form of Second Amended and Restated Deposit Agreement among Novartis AG, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder, including the Form of ADR attached as Exhibit A thereto, and eliminating exhibits that are no longer required to be filed as a result of this update; (iii) filing the Novartis AG Long Term Incentive Plan, adopted on January 22, 2014, and amended and restated on December 15, 2022, as Exhibit 4.5 to the Registration Statement; (iv) filing the Novartis AG Deferred Share Bonus Plan, adopted on January 22, 2014, and amended and restated on December 15, 2022, as Exhibit 4.6 to the Registration Statement; and (v) filing the Novartis Corporation 2011 Stock Incentive Plan for North American Employees, adopted on November 11, 2010, and amended and restated on December 9, 2022, as Exhibit 4.7 to the Registration Statement. No additional securities are being registered. All items have been omitted from the Post-Effective Amendment other than the facing page, this explanatory note, Item 8, the signature page, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7.