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Alcon Swiss Listing Prospectus

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Alcon Swiss Listing Prospectus Alcon Inc. (a stock corporation organised under Swiss law) Listing of 488,700,000 registered shares with a nominal value of CHF 0.04 each This document together with the attached Form 20-F (the “Form 20-F”) constitutes the listing prospectus (the “Listing Prospectus”) relating to the listing (the “Listing”) of 488,700,000 registered shares of Alcon Inc. (“Alcon” and, together with its consolidated subsidiaries, the “Alcon Group” or the “Group”) (the “Alcon shares”) in accordance with the International Reporting Standard of SIX Swiss Exchange Ltd (“SIX”). This Listing Prospectus is not an issue prospectus pursuant to article 652a of the Swiss Code of Obligations (Schweizerisches Obligationenrecht) (the “Swiss CO”). There will be no issue, public offering or other placement of Alcon shares in connection with the publication of this Listing Prospectus. This Listing Prospectus has been established solely for the purpose of the Listing and should not be relied upon for any other purpose. The Listing takes place in the context of the spin-off of Alcon. See “Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off” of the Form 20-F for further information. This Listing Prospectus does not constitute an offer to sell, or a solicitation by or on behalf of Alcon or Novartis of an offer to purchase or sell, Alcon shares or any securities of Novartis. The release, publication or distribution of this Listing Prospectus may be restricted by law in certain jurisdictions. No action has been or will be taken by Alcon or Novartis that would permit the possession or distribution of this Listing Prospectus in any jurisdiction where action for that purpose is required or doing so is restricted by law. Persons into whose possession this Listing Prospectus may come are required to inform themselves of and observe any such restrictions. Failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. Neither Alcon nor Novartis accepts any responsibility for any violation by any person of any such restrictions. For further information with regard to certain restrictions on offers and transfers of the Alcon shares, see “Important Information” and “European Union”. Prior to the Listing, there has been no public market for the Alcon shares. Application has been made and approval has been given by SIX, subject to certain conditions, to list the Alcon shares in accordance with the International Reporting Standard of SIX. Alcon expects that the Alcon shares will be listed and that trading in the Alcon shares will commence on SIX on April 9, 2019 (the “First Day of Trading”) under the symbol “ALC”. The Alcon shares will be issued as uncertificated securities (Wertrechte) within the meaning of article 973c Swiss CO. In accordance with article 973c Swiss CO, Alcon will maintain a register of uncertificated securities (Wertrechtebuch). A portion of these uncertificated shares will be issued as book-entry securities (Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act of October 3, 2008 (Bucheffektengesetz) via the settlement system operated by SIX SIS, with the remaining shares directly held through Computershare Trust Company, N.A. in the U.S. (including shares held through Computershare Trust Company, N.A. via DTC). See the further description in “Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Listing and Trading of our Shares” and “Item 10. Additional Information—10.A. Share Capital—Form of the Shares and Transfer of Shares” for further information regarding the form and certain restrictions on transfer and disposition of Alcon shares. ANY INVESTMENT IN THE ALCON SHARES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 40 OF THE FORM 20-F FOR A DESCRIPTION OF CERTAIN RISKS THAT SHOULD BE CAREFULLY CONSIDERED. Listing Agent UBS AG The date of this Listing Prospectus is March 21, 2019. IMPORTANT INFORMATION The information contained in this Listing Prospectus is accurate only as of its date. Neither the delivery of this Listing Prospectus nor any subsequent transfer or sale of Alcon shares shall, under any circumstances, create any implication that there has been no change in the affairs of Alcon or the Alcon Group since the date hereof or that the information contained herein is correct as of any time subsequent to its date. Any significant new factor or material inaccuracy related to the information included in this Listing Prospectus which is capable of affecting the assessment of the Alcon shares and which arises or is noted between the date of this Listing Prospectus and the First Day of Trading or, as the case may be, the time when trading in the Alcon shares on SIX begins, will be announced through electronic media. Notices required under the Listing Rules will be published in electronic form on the website of SIX (currently https://www.six-exchange-regulation.com/en/home/publications/official-notices.html). Changes so notified will be deemed to constitute an amendment or supplement to this Listing Prospectus. Information on the Alcon or Novartis website, any website directly or indirectly linked to the Alcon or Novartis website or any website referred to in this Listing Prospectus does not constitute in any way part of this Listing Prospectus and is not incorporated by reference into this Listing Prospectus, unless specifically provided for herein. EUROPEAN UNION Neither this Listing Prospectus, the Listing, the separation, nor the spin-off constitutes or forms part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security, including any Alcon shares or any other Alcon or Novartis securities, in any jurisdicition, including the United Kingdom or any other member state of the European Union. In particular, no action has been undertaken, or will be undertaken, in connection with this Listing Prospectus, the Listing, the separation or the spin-off, to make an offer to the public of any security, including any Alcon shares or other Alcon or Novartis securities, in any jurisdiction, including the United Kingdom or any other member state of the European Union. This document is not a prospectus (or equivalent document) within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended, in particular by Directive 2010/73/EU (including to the extent such Directive has been transposed in the United Kingdom or any other member state of the European Union). FORWARD-LOOKING STATEMENTS This Listing Prospectus contains certain forward-looking statements that involve risks and uncertainties. See “Special Note About Forward-Looking Statements” beginning on page 3 of the Form 20-F. 2 ABOUT THIS LISTING PROSPECTUS This document and the Form 20-F constitute the Listing Prospectus which, among other things, contains the information required by Scheme A of the Listing Rules (“Scheme A”). The index below sets out the pages of the Form 20-F that contain some of the information required by Scheme A for ease of reference only. It is not an exhaustive list and certain information required by Scheme A is contained elsewhere in this Listing Prospectus. Recipients of this Listing Prospectus should read and familiarize themselves with the entire Listing Prospectus including the information not specifically referred to below. Risk Factors .................................................................................................................................................................................... 40 The Spin-off ................................................................................................................................................................................... 79 Listing and Trading of our Shares .................................................................................................................................................. 85 Business Overview ......................................................................................................................................................................... 92 Research and Development .......................................................................................................................................................... 116 Intellectual Property ..................................................................................................................................................................... 120 Directors, Senior Management and Employees ............................................................................................................................ 172 Major Shareholders and Related Party Transactions .................................................................................................................... 188 Legal Proceedings ........................................................................................................................................................................ 197 Markets ......................................................................................................................................................................................... 199 Share Capital ...............................................................................................................................................................................
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