Shareholders approve all resolutions proposed by Board of Directors at Annual General Meeting of Sandoz Group AG

Rhea-AI Summary

Sandoz (SIX:SDZ;OTCQX:SDZNY) shareholders approved all Board of Directors' proposals at the Annual General Meeting, with 75.73% of voting shares represented. Gilbert Ghostine was re-elected as Chairman of the Board of Directors.

Key approvals include:

• A dividend of CHF 0.60 per share (24% of core net income), payable April 23, 2025
• Change of registered seat from Risch to Basel
• Capital band expansion up to 10% of share capital
• Introduction of new conditional share capital
• 2024 Compensation Report
• Maximum compensation for Board and Executive Committee

All existing board members were re-elected, including appointments to the Human Capital and ESG Committee. KPMG AG was confirmed as statutory auditors for 2025, and Advoro Zurich AG as independent proxy until 2026 AGM.

Positive

• Dividend payment of CHF 0.60 per share approved, representing 24% of core net income
• Strong shareholder participation with 75.73% of voting shares represented
• Capital structure optimization through 10% capital band expansion
• Board continuity maintained with successful re-election of all members

Negative

• None.

• All proposals of Board of Directors approved

• Gilbert Ghostine re-elected as Chairman of Board of Directors; all other Board members standing for re-election confirmed

• Dividend of CHF 0.60 per registered dividend-paying share approved, representing 24% of core net income
  
  

Basel, April 15, 2025 – Sandoz (SIX:SDZ;OTCQX:SDZNY) today announced that its shareholders approved all proposals of the Board of Directors at its Annual General Meeting, including the Annual Financial Statements and Consolidated Financial Statements as well as the report on non-financial matters for the 2024 financial year. The 1,072 shareholders in attendance, together with the votes represented by the independent proxy, represented 75.73% of shares registered with voting rights.

Gilbert Ghostine, who was confirmed as Chairman of the Board of Directors, addressed the shareholders in a speech today: “I want to sincerely thank you for your trust, partnership, and belief in our vision. As an independent company, we have already made good progress, and we are proud of how far we have come. But this is just the beginning. The opportunities ahead are even greater as we are committed to continue to strengthen our leadership and create long-term value. We will continue pioneering access, driving impact, and leading the future of healthcare. None of this would be possible without the tireless efforts and dedication of our outstanding teams all over the world.”

Shareholders approved the proposed appropriation of available earnings and the dividend of 0.60 Swiss francs per registered dividend-paying share, representing 24% of core net income. The dividend will be paid, subject to deduction of Swiss withholding tax, as of April 23, 2025. The last trading day with entitlement to receive the dividend is April 16, 2025.

The AGM endorsed the change of the registered seat of Sandoz Group AG from Risch to Basel. Sandoz shareholders also approved other amendments to the Articles of Incorporation: the renewal and expansion of the capital band of up to 10% of the share capital as well as the introduction of a new authorization to create conditional share capital. Both measures support the optimization of Sandoz capital structure.

In two separate votes, shareholders approved the maximum aggregate amount of compensation for the Board of Directors for the period until the next Annual General Meeting, and the maximum aggregate amount of compensation for the members of Executive Committee for the 2026 financial year. Shareholders also endorsed the 2024 Compensation Report in an advisory vote.

In addition to the re-election of Gilbert Ghostine as Chairman, shareholders also re-elected all other members of the Board of Directors for a one-year term.

The following Board members were re-elected to the Human Capital and ESG Committee for a term of one year:

• Urs Riedener

• Michael Rechsteiner

• Aarti Shah, Ph.D. 

• Ioannis Skoufalos        

• Maria Varsellona
  

The Board of Directors intends to re-designate Urs Riedener as chair of the Human Capital and ESG Committee.

The Annual General Meeting also re-elected KPMG AG as statutory auditors for the 2025 financial year and confirmed Advoro Zurich AG as independent proxy until the conclusion of the 2026 Annual General Meeting.

DISCLAIMER
This Media Release contains forward-looking statements, which offer no guarantee with regard to future performance. These statements are made on the basis of management’s views and assumptions regarding future events and business performance at the time the statements are made. They are subject to risks and uncertainties including, but not confined to, future global economic conditions, exchange rates, legal provisions, market conditions, activities by competitors and other factors outside of the control of Sandoz. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Each forward-looking statement speaks only as of the date of the particular statement, and Sandoz undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law.

ABOUT SANDOZ
Sandoz (SIX: SDZ; OTCQX: SDZNY) is the global leader in generic and biosimilar medicines, with a growth strategy driven by its Purpose: pioneering access for patients. More than 20,000 people of 100 nationalities work together to ensure 900 million patient treatments are provided by Sandoz, generating substantial global healthcare savings and an even larger social impact. Its leading portfolio of approximately 1,300 products addresses diseases from the common cold to cancer. Headquartered in Basel, Switzerland, Sandoz traces its heritage back to 1886. Its history of breakthroughs includes Calcium Sandoz in 1929, the world’s first oral penicillin in 1951, and the world’s first biosimilar in 2006. In 2024, Sandoz recorded net sales of USD 10.4 billion.

CONTACTS

Global Media Relations contacts	Investor Relations contacts
Global.MediaRelations@sandoz.com	Investor.Relations@sandoz.com
Alex Kalomparis +41 79 279 02 85	Craig Marks +44 7818 942 383
Joerg E. Allgaeuer +49 171 838 4838	Tamara Hackl +41 79 790 5217
Swiss Media Relations contact
Danja Spring +41 79 156 74 88

 

Attachment

• Media release_AGM

FAQ

What dividend did Sandoz SDZNY approve for shareholders in 2025?

Sandoz approved a dividend of CHF 0.60 per share, representing 24% of core net income, payable on April 23, 2025.

When is the last trading day to receive Sandoz SDZNY's 2025 dividend?

The last trading day with dividend entitlement is April 16, 2025.

What capital structure changes did Sandoz SDZNY shareholders approve in 2025?

Shareholders approved a capital band expansion up to 10% of share capital and introduction of new conditional share capital.

What percentage of Sandoz SDZNY voting shares were represented at the 2025 AGM?

75.73% of shares registered with voting rights were represented at the AGM.

Where will Sandoz SDZNY's new registered seat be located?

Shareholders approved changing the registered seat from Risch to Basel.