S-8

As filed with the Securities and Exchange Commission on April 10, 2019

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALCON INC.

(Exact name of registrant as specified in its charter)

Switzerland	N/A
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Rue Louis-d’Affry 6
1701 Fribourg, Switzerland

(Address of principal executive offices)

Alcon Inc. Long Term Incentive Plan

Alcon Inc. Deferred Bonus Stock Plan

Alcon Swiss Employee Share Ownership Plan

Alcon Laboratories Ireland Share Participation Scheme

Alcon Inc. UK Share Incentive Plan

(Full title of the plans)

Royce R. Bedward

Chemin de Blandonnet 8
1214 Vernier
Geneva, Switzerland
Tel: +1 (817) 293-0450

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Laura Becking

Orrick, Herrington & Sutcliffe LLP

51 West 52nd Street

New York, NY 10019-6142

(212) 506-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer                  o
Non-accelerated filer   x	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered)	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee (2)
Ordinary shares, nominal value of CHF 0.04 each, issuable under the Alcon Inc. Long Term Incentive Plan (the “LTIP”)	20,000,000	$	58.20	$	1,164,000,000.00	$	141,076.80
Ordinary shares, nominal value of CHF 0.04 each, issuable under the Alcon Inc. Deferred Bonus Stock Plan (the “DBSP”)	1,500,000	$	58.20	$	87,300,000.00	$	10,580.76
Ordinary shares, nominal value of CHF 0.04 each, issuable under the Alcon Swiss Employee Share Ownership Plan (the “Swiss Plan”)	475,000	$	58.20	$	27,645,000.00	$	3,350.57
Ordinary shares, nominal value of CHF 0.04 each, issuable under the Alcon Laboratories Ireland Share Participation Scheme (the “Irish Plan”)	200,000	$	58.20	$	11,640,000.00	$	1,410.77
Ordinary shares, nominal value of CHF 0.04 each, issuable under the Alcon Inc. UK Share Incentive Plan (the “U.K. Plan”)	75,000	$	58.20	$	4,365,000.00	$	529.04
Total	22,250,000			$	1,294,950,000.00	$	156,947.94

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) covers an indeterminate number of additional ordinary shares (“Ordinary Shares”) of Alcon Inc. (the “Registrant”) that may become issuable under the LTIP, DBSP, Swiss Plan, Irish Plan and U.K. Plan (together, the “Plans”) because of any future stock split, stock dividend, recapitalization or similar adjustment of the Ordinary Shares.

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is estimated to be $58.20, based on the average of the high sales price ($58.73) and the low sales price ($57.67) for the Ordinary Shares as reported on the New York Stock Exchange on April 9, 2019.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plans as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

(a)The Registrant’s registration statement on Form 20-F (Commission File No. 001-31269) initially filed on November 13, 2018 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), relating to the Ordinary Shares, as amended by Amendment No. 1 on December 27, 2018, Amendment No. 2 on January 18, 2019, Amendment No. 3 on February 7, 2019, Amendment No. 4 on February 28, 2019, Amendment No. 5 on March 13, 2019 and Amendment No. 6 on March 22, 2019 (as amended, the “Form 20-F”); and

(b)The description of the Ordinary Shares contained in the Form 20-F.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.

Item 4.DESCRIPTION OF SECURITIES

Not applicable.

Item 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Swiss law, directors and senior officers acting in violation of their statutory duties, whether dealing with bona fide third parties or performing any other acts on behalf of the corporation, may become liable to the corporation; its shareholders; and in bankruptcy, its creditors, for damages. The directors’ liability is joint and several but only to the extent the damage is attributable to each director based on willful or negligent violation of duty. If the board of directors lawfully delegated the power to carry out day-to-day management to a different corporate body, such as the executive board, the board of directors is not vicariously liable for the acts of the members of the executive board. Instead, the directors can be held liable for their failure to properly select, instruct or supervise the executive board members. If directors and officers enter into a transaction on behalf of the corporation with bona fide third parties in violation of their statutory duties, the transaction is nevertheless valid as long as it is not excluded by the corporation’s business purpose.

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Under Swiss law, a corporation may indemnify a director or officer of the corporation against losses and expenses (unless arising from his or her gross negligence or willful misconduct), including attorney fees, judgments, fines and settlement amounts actually and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been the representative of or serving at the request of the corporation.

Registrant’s articles of incorporation do not contain provisions regarding the indemnification of directors and officers but according to general principles of Swiss employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by him or her in the execution of his or her duties under the employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct.

Registrant currently maintains directors’ and officers’ insurance for its directors and officers as well as officers and directors of certain of its subsidiaries.

Item 7.EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8.EXHIBITS

Exhibit Number	Description of Document
5.1+	Opinion of Counsel regarding legality of the Ordinary Shares being registered
23.1+	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (included in opinion filed as Exhibit 5.1)
24.1+	Power of Attorney (see signature page)
99.1+	Alcon Inc. Long Term Incentive Plan and Forms of Agreement Thereunder
99.2+	Alcon Inc. Deferred Bonus Stock Plan
99.3+	Alcon Swiss Employee Share Ownership Plan and Forms of Agreement Thereunder
99.4+	Alcon Laboratories Ireland Share Participation Scheme and Forms of Agreement Thereunder
99.5+	Alcon Inc. UK Share Incentive Plan and Forms of Agreement Thereunder

+Filed herewith.

Item 9.UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

(1)  to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum

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aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement); and

(iii)  to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2)  that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Geneva, Switzerland, on April 10, 2019.

ALCON INC.
	By:	/s/ David J. Endicott
		Name: David J. Endicott
		Title:   Chief Executive Officer
	By:	/s/ Timothy C. Stonesifer
		Name: Timothy C. Stonesifer
		Title:   Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David J. Endicott, Timothy C. Stonesifer and Royce R. Bedward, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 10, 2019.

SIGNATURE	TITLE
/s/ David J. Endicott	Chief Executive Officer
David J. Endicott	(principal executive officer)
/s/ Timothy C. Stonesifer	Chief Financial Officer
Timothy C. Stonesifer	(principal financial officer)
/s/ Margaret Buckley	Chief Accounting Officer
Margaret Buckley	(principal accounting officer)
/s/ F. Michael Ball	Chairman of the Board of Directors
F. Michael Ball
/s/ Lynn D. Bleil	Director
Lynn D. Bleil
/s/ Arthur Cummings, M.D.	Director
Arthur Cummings, M.D.
/s/ Thomas Glanzmann	Director
Thomas Glanzmann
/s/ D. Keith Grossman	Director
D. Keith Grossman
/s/ Scott Maw	Director
Scott Maw
/s/ Karen May	Director
Karen May
/s/ Ines Pöschel	Director
Ines Pöschel
/s/ Dieter Spälti, Ph.D.	Director
Dieter Spälti, Ph.D.

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AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant has signed this Registration Statement or amendment thereto in the City of Fort Worth, State of Texas, on April 10, 2019.

/s/ Royce R. Bedward

Royce R. Bedward

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EX-5.1

Exhibit 5.1

Alcon Inc.	Homburger AG
Rue Louis-d’Affry 6	Prime Tower
1701 Fribourg, Switzerland	Hardstrasse 201 | CH—8005 Zurich
Switzerland	P.O. Box 314 | CH—8037 Zurich
	T +41 43 222 10 00
	F +41 43 222 15 00
	lawyers@homburger.ch

April 10, 2019 GEF | SRC

330396|9883541v2

Alcon Inc.

Ladies and Gentlemen

We have acted and are acting as special Swiss counsel to Alcon Inc., a company limited by shares incorporated under the laws of Switzerland (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement) to be filed with the United States Securities and Exchange Commission (the SEC) on the date hereof under the Securities Act of 1933, as amended (the Act), with respect to the registration of an additional 22,250,000 registered shares of the Company, each with a par value of CHF 0.04 (the Registered Shares), that may be delivered pursuant to the Plan (as defined below). As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.

Capitalized terms used herein shall have the meaning attributed to them in the Documents unless otherwise defined herein.

I.Basis of Opinion

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof as currently applied by the Swiss courts. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any document referred to in the Documents (other than listed below) or any other matter.

For purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents, and we express no opinion

as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

For the purpose of giving this opinion, we have only examined originals or copies of the following documents (collectively the Documents):

(i)A copy of the resolution passed by the shareholder of the Company at the Company’s general meeting held on January 29, 2019 (the Shareholder Resolution), as reflected in the minutes of such meeting, dated January 29, 2019, regarding the approval by the Company’s shareholders of the creation of an authorized capital in the amount of 24,435,000 fully paid up new Registered Shares for the purpose of any share-based incentive or other participation plans, schemes or arrangements for directors, employees or advisors of the Company or its consolidated subsidiaries (the Authorized Capital);

(ii)A copy of the minutes of the meeting of the Company’s board of directors, dated as of April 9, 2019 (the Board Resolutions), including, among other things, a resolution approving:

·Alcon Inc. Long Term Incentive Plan re 20,000,000 Registered Shares;

·Alcon Inc. Deferred Bonus Stock Plan re 1,500,000 Registered Shares;

·Alcon Swiss Employee Share Ownership Plan re 475,000 Registered Shares;

·Alcon Laboratories Ireland Share Participation Scheme re 200,000 Registered Shares;

·Alcon Inc. UK Share Incentive Plan re 75,000 Registered Shares

(altogether the Plans)

(iii)A copy of the Plans, effective April 10, 2019;

(iv)A copy of the Articles of Association (statuts) of the Company in the form as deposited with the Commercial Register of the Canton of Fribourg, Switzerland, dated as of January 29, 2019 (the Articles of Association);

(v)A copy of the Regulations of the Board (règlement d’organisation) of the Company, dated as April 9, 2019 (the Board Regulations); and

(vi)A copy of an electronic excerpt from the Commercial Register of the Canton of Fribourg, Switzerland, for the Company, dated as of April 9, 2019 (the Excerpt).

No documents, other than the Documents, have been reviewed by us in connection with this opinion. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.

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In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

II.Assumptions

In rendering the opinion below, we have assumed the following:

(a)The filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Swiss law;

(b)all copies, fax copies or electronic versions of the documents produced to us conform to the respective original documents and the originals of such documents were executed in the manner and by the individuals appearing on the respective copies;

(c)all signatures appearing on all original documents or copies thereof which we have examined are genuine;

(d)all factual information contained in, or material statements given in connection with, the Documents are true and accurate;

(e)the Documents are within the capacity and power of, and have been validly authorized and executed by the Company;

(f)the Registration Statement has been filed by the Company;

(g)any Registered Shares issued out of the Authorized Capital will be listed on the New York Stock Exchange in accordance with applicable laws and regulations;

(h)all authorizations, approvals, consents, licenses, exemptions and other requirements for the filing of the Registration Statement or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Company in the Registration Statement have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied;

(i)to the extent the Company issues Registered Shares out of Authorized Capital against cash, the performance of the contribution in money shall be made at a banking institution subject to the Federal Law of November 8, 1934, Relating to Banks and Savings Banks, as amended;

(j)the Excerpt, the Articles of Association, Organizational Regulations and the other Documents are correct, complete and up-to-date; and

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(k)each of the Shareholder Resolution and the Board Resolutions has been duly resolved in a meeting duly convened and otherwise in the manner set forth therein, and (y) has not been rescinded or amended and is in full force and effect.

III.Opinion

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that as of the date hereof:

1.The Company is a corporation (société anonyme) duly incorporated and validly existing under the laws of Switzerland with all requisite corporate power and authority to enter into, to perform and to conduct its business as described in the Articles of Association.

2.The Company’s share capital registered in the Commercial Register of the Canton of Fribourg amounts to CHF 19,548,000, divided into 488,700,000 Registered Shares with a par value of CHF 0.04 each. Such Registered Shares have been validly issued, fully paid as to their nominal value and are non-assessable.

3.The Registered Shares that may be issued from the Authorized Capital, if and when such Registered Shares are issued pursuant to a resolution of the Board and registered with the competent commercial register, and after the nominal amount for such Registered Shares has been paid-in in cash, in kind or by way of set-off, will be validly issued, fully paid as to their nominal value and non-assessable.

IV.Qualifications

The above opinions are subject to the following qualifications:

(a)The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

(b)The exercise of voting rights and rights related thereto with respect to any Registered Shares is only permissible after registration in the Company’s share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations provided in, the Articles of Association.

(c)We express no opinion as to any commercial, accounting, tax, calculating, auditing or other non-legal matter.

(d)We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement, nor have we been responsible for ensuring that no material information has been omitted from it.

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(e)Any issuance of the Registered Shares out of Authorized Capital must be confirmed by the auditor of the Company, and amended Articles of Association of the Company reflecting the issuance of Registered Shares from Authorized Capital, together with said confirmation by the Company’s auditor, must be filed with the competent commercial register.

We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes that are made or brought to our attention hereafter.

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 Act.

This opinion is governed by and shall be construed in accordance with the laws of Switzerland.

Sincerely yours

/s/ Homburger AG

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alcon Inc. of our report dated February 28, 2019 relating to the financial statements of the Novartis AG Alcon business, which appears in the Registration Statement on Form 20-F (No. 001-31269) of Alcon Inc.

/s/ PricewaterhouseCoopers SA

Geneva, Switzerland

April 10, 2019

EX-99.1

Exhibit 99.1

Alcon Inc.

Long Term Incentive Plan

Adopted on April 9, 2019

Adopted by the Board of Directors of Alcon Inc. on April 9, 2019, and effective in relation to awards made on or after April 10, 2019

Contents
1	DEFINITIONS AND INTERPRETATION		1
	1.1	Definitions	1
	1.2	Interpretation	6
2	PURPOSE OF THE PLAN		7
3	SHARES SUBJECT TO THE PLAN		7
	3.1	Shares Subject to the Plan	7
	3.2	Lapsed Awards	7
4	GRANTING OF AWARDS		7
	4.1	Selection of Participants	7
	4.2	Timing of Awards	8
	4.3	Form of Awards	8
	4.4	Decisions Relating to Awards	8
	4.5	Grant Procedure and Award Documentation	9
	4.6	Determining the Number of Shares subject to an Award	9
5	VESTING OF AWARDS		9
	5.1	General	9
	5.2	Normal Vesting	10
	5.3	Vesting at End of Performance Period	10
	5.4	Dealing Restrictions	10
	5.5	Fractional Entitlements	10
	5.6	Settlement of Restricted Stock Units	10
	5.7	Settlement of Performance Stock Units	10
	5.8	Consequences of Vesting — Restricted Stock	11
	5.9	Consequences of Vesting — Stock Options	11
	5.10	Consequences of Vesting — SARs	11
	5.11	Cash and Share Alternatives	11
6	FORFEITURE OF AWARDS		12
7	TERMINATION OF EMPLOYMENT		12
	7.1	General	12
	7.2	Special Termination Reasons	12
	7.3	Termination of Employment as a Result of Retirement	12
	7.4	Termination of Employment as a Result of Death or Disability	13
	7.5	Termination of Employment for Other Good Reasons	13
	7.6	Termination of Employment as a Result of Mutual Agreement	13
	7.7	Forfeiture of Awards on Joining a Competitor	14

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	7.8	Leave of Absence	14
	7.9	Assignments and Transfers	14
8	CORPORATE EVENTS		14
	8.1	Change of Control	14
	8.2	Exchange of Awards	15
	8.3	Demerger, Variations of Share Capital and Other Corporate Events	15
9	SHAREHOLDER RIGHTS AND DIVIDEND EQUIVALENTS		15
	9.1	Restricted Stock Units and SARs	15
	9.2	Restricted Stock	15
	9.3	Stock Options	16
	9.4	Dividend Equivalents	16
10	PARTICIPANT RIGHTS AND OBLIGATIONS		17
	10.1	General	17
	10.2	No Employment Rights	17
	10.3	No Continued Entitlement	17
	10.4	Clawback	17
	10.5	Non-Transferability of Awards	18
	10.6	Tax, Social Security and Other Charges	18
	10.7	Participant to Provide Information	18
	10.8	Confidentiality	18
11	BOARD’S POWERS		18
	11.1	General	18
	11.2	Schedules to the Plan	19
	11.3	Change of Performance Conditions	19
12	PLAN ADMINISTRATION		19
13	COMPANY DOCUMENTS		19
14	NOTICES		19
15	AWARDS NOT PENSIONABLE ETC.		20
16	DATA PROTECTION		20
17	AMENDMENT AND TERMINATION OF THE PLAN		20
18	COMPLIANCE WITH LAW AND ARTICLES OF INCORPORATION		21
	18.1	Compliance with Law etc.	21
	18.2	Swiss law with Respect to the Compensation of Certain Executives of Listed Companies	21
	18.3	US Code Section 409A	21
19	GOVERNING LAW		21
SCHEDULE 1			22

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1	APPLICATION OF THIS SCHEDULE	22
2	CONSEQUENCES OF VESTING — PERFORMANCE STOCK UNITS AND RESTRICTED STOCK UNITS	22
3	CORPORATE EVENTS	22
4	CODE SECTION 409A	22
SCHEDULE 2		24
1	APPLICATION	24
2	PARTICIPANT’S ENTITLEMENT TO ELECT THE AWARD TYPE	24
3	TERMINATION OF EMPLOYMENT	24

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1Definitions and Interpretation

1.1Definitions

In this Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Applicable Law	all applicable laws, rules, regulations and requirements, including, but not limited to, the rules and regulations of any stock exchange or quotation system on which the Shares are listed or quoted, and the applicable laws, rules and regulations of any other country or jurisdiction where Awards are, or will be, granted under the Plan or Participants reside or provide services to the Company, as such laws, rules, and regulations shall be in effect from time to time.
Articles	the Articles of Incorporation of the Company as amended from time to time.
Award	an award under the Plan (which may be an award of Performance Stock Units, Restricted Stock Units, Restricted Stock, Stock Appreciation Rights, Stock Options or such other form of award referable to the Company’s equity as the Board may determine).
Award Agreement	a written or electronic agreement evidencing an Award issued in accordance with Rule 4.5 in such form as the Board may determine.
Board	the Company’s Board of Directors or, to the extent permitted by Applicable Law, the Board’s delegate(s).
Cashless Exercise	a cashless exercise program enabling a Participant to exercise a Stock Option without making a cash payment. The program may include, without limitation, authorising the sale on the Participant’s behalf (after exercise of a Stock Option) of such number of Shares as will be required to cover the aggregate Exercise Price and/or Taxation.
Change of Control	any of the following:
	(a) any person or group of persons who are acting together purchase or otherwise become the beneficial owner or has the right to acquire such beneficial ownership (whether or not such right is exercisable immediately or subject to passage of time or other conditions) of voting securities representing more than 50% of the combined voting power of all outstanding securities of the Company;
	(b) the merger or consolidation of the Company with or into another corporation as a result of which less

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	than 50% of the outstanding voting securities of the surviving or resulting entity are or will be owned by the former shareholders of the Company; or
	(c) the sale of all or substantially all of the Company’s business and/ or assets to a person or entity which is not a subsidiary of the Company.
	provided that an Internal Reorganisation shall not be a Change of Control.
Code of Conduct	the Code of Conduct adopted by the Company which describes the fundamental principles concerning ethical business conduct as amended from time to time.
Company	Alcon Inc. or any of its subsidiaries, as applicable.
Compensation Ordinance	the ordinance of the Swiss Federal Council against excessive compensation in listed companies (in German “Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften”) or later equivalent implementing legislation.
Competitor	any company or other organisation that is, from time to time, part of the Company’s comparator peer group of peer companies in the Medical Device, Life Sciences and Med Tech industry, as determined by the Board from time to time.
Dealing Day	a day on which the Swiss Exchange (SIX) or the New York Stock Exchange (NYSE) in the US on which Shares are listed, is open for business.
Dealing Restrictions	restrictions on the dealing in Shares or the grant of Awards imposed by any Applicable Law or code of practice (including the Company’s Global Insider Trading Policy, as amended or replaced from time to time) or otherwise.
Disability	the Participant is permanently incapable of performing his duties and responsibilities due to illness or accident, in accordance with Applicable Law, or in the absence of such Applicable Law, based on reasonable and customary evidence of such status of the Participant as determined by the Board.
Dividend Equivalents	a right to cash or Shares as described in Rule 9.
Eligible Employee	any employee or group of employees of the Company or any director, including, but not limited to members of

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	the Executive Committee and key executives, as the Board shall determine.
Employer	the Company or a subsidiary of the Company under which the Eligible Employee or Participant is or was employed.
Employment	the employment of an Eligible Employee or a Participant as an employee or director by the Company.
Exercise Date	the date that a Stock Option is exercised.
Exercise Price	the price at which a Share under a Stock Option may be acquired. The Exercise Price is determined on the Grant Date and typically equals the Fair Market Value on the Grant Date.
Fair Market Value	in relation to a Share on the determination date
	(a) if the Shares are admitted to trading on the Swiss Exchange (SIX) an amount equal to the closing price on the Dealing Day (or if there is no such price on that day the last preceding Dealing Day for which such closing price is available);
	(b) if the Shares are listed on a national securities exchange in the US an amount equal to the closing price on the exchange on which the Share is listed on the Dealing Day (or if there is no such price on that day the last preceding Dealing Day for which such closing price is available); or
	(c) if the Shares are not admitted to trading on the Swiss Exchange (SIX) or listed on a national securities exchange in the US, then such value as is determined by the Board in good faith on such basis as it deems appropriate and applied consistently with respect to Participants.
	Notwithstanding the foregoing, if the Shares are listed on both the Swiss Exchange (SIX) and on a national securities exchange in the US, Fair Market Value shall be determined as required by Applicable Law or as the Board determines to obtain intended favourable tax treatment for Awards.
Grant Date	the date on which the Board makes the determination granting such Award, or such later date as is determined by the Board, as set forth in the Grant Notice.

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Grant Notice	a notification (either electronically or in hard copy) of an Award grant provided to a Participant in accordance with the Rules.
Internal Reorganization	any event, offer, scheme, share purchase, merger or arrangement whereby:
	(a) a Change of Control occurs; and
	(b) immediately afterwards the share capital of the company then controlling (whether directly or indirectly) the Company is owned substantially by the same persons who were shareholders of the Company immediately prior to such event, scheme or arrangement in substantially the same proportions.
Participant	an Eligible Employee who is selected by the Board to participate in the Plan.
Performance Condition(s)	the condition(s) (whether performance, time based or otherwise) as the Board determines from time to time. As determined by the Board, the “Performance Condition(s)” applicable to an Award may provide for a targeted level or levels of achievement using, but not limited to, one or more of the following measures: (a) EBIT, (b) EBITDA, (c) earnings per share, (d) net income, (e) operating cash flow, (f) return on assets, (g) return on equity, (h) return on sales, (i) revenue, (j) shareholder return, (k) orders or net orders, (l) expenses, (m) cost of goods sold, (n) profit/loss or profit margin, (o) working capital, (p) operating income, (q) cash flow, (r) market share, (s) return on capital, (t) economic value add, (u) share price of the Company’s Shares, (v) price/earning ratio, (w) debt or debt-to-equity ratio, (x) accounts receivable, (y) cash, (z) write-off, (aa) assets, (bb) liquidity, (cc) operations, (dd) intellectual property (e.g., patents), (ee) product development, (ff) regulatory activities, (gg) manufacturing, production or inventory, (hh) mergers, acquisitions or divestitures, (ii) financings, (jj) days sales outstanding, (kk) backlog, (ll) deferred revenue, and (mm) employee headcount.
Performance Stock Unit	or “PSU” means a right to receive Shares or cash under the Plan (but subject to Rule 5.10 (Cash and Share Alternatives)) contingent upon satisfaction of Performance Conditions based on Company or individual performance metrics as the Board shall determine.
Performance Period	the period over which the satisfaction of Performance Condition(s) is assessed, as determined by the Board.

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Plan	the Alcon Inc. Long Term Incentive Plan as set forth herein, as may be amended and in effect from time to time.
Restricted Stock	an award of Shares subject to restrictions in accordance with the Plan.
Restricted Stock Unit	or “RSU” means a right to receive Shares or cash under the Plan (but subject to Rule 5.10 (Cash and Share Alternatives)).
Retirement	“Retirement” means the Termination of Employment after having attained age 55 or older and having completed at least 10 years of Service provided that if required by Applicable Law, an alternative definition may be used.
Rules	the rules of the Plan (including all Schedules) as set forth in the Plan.
Schedule	a schedule to the Plan.
Service	the period of continuous employment with the Company ending with the relevant Termination of Employment for the purposes of the Plan. The Board may further determine that prior periods of Employment with the Company and/ or periods of employment with entities outside the Company (but which are subsequently acquired by the Company) may be taken into account.
Share	or “Stock” means an ordinary share of the Company.
Stock Appreciation Rights	or “SAR” means an award under the Plan, the future value of which is based on the increase in the value of Shares (from the base value set by the Board at the time an Award is made) which notionally comprises each SAR from the relevant Grant Date.
Stock Option	a stock option granted to an Eligible Employee under this Plan
Termination of Employment	occurs, for the purposes of the Plan, when a Participant ceases Employment with the Company. For the avoidance of doubt, “Termination of Employment” for purposes of the Plan will be deemed to occur as of the date when a Participant is no longer actively providing services as an employee (except, in certain circumstances, at the sole discretion of the Company, to the extent the Participant is on an approved leave of absence) and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable law, unless otherwise determined by the Company in its sole

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	discretion. The Company shall have the exclusive discretion to determine when the Participant is no longer providing services and the date of Termination of Employment for purposes of the Plan.
Vesting	“Vest”, or “Vested” means:
	(a) in the case of Performance Stock Units and Restricted Stock Units, a Participant being entitled to receive Shares or cash;
	(b) in the case of Restricted Stock, certain restrictions applicable to the Award ceasing to apply;
	(c) in the case of Stock Options, a Participant being entitled to exercise his Stock Options and acquire Shares; and
	(d) in the case of SARs, a Participant being entitled to receive a cash sum or a number of Shares based on the growth in value of the notional Shares comprising the Award.
Vesting Date	the date an Award Vests as determined by the Board and set forth in the Grant Notice and/or Award Agreement.

1.2Interpretation

In these Rules, except insofar as the context otherwise requires:

(a)words denoting the singular shall include the plural and vice versa;

(b)words importing a gender shall include every gender;

(c)references to a person shall include bodies corporate and unincorporated and any successors or assignees;

(d)reference to any enactment or statutory provision shall be construed to include a reference to that enactment or provision as from time to time amended, re-enacted or replaced and shall include any subordinate legislation made under the enactment;

(e)headings are provided for reference only and shall not be considered as part of this Plan; and

(f)a reference to writing or written form shall include any legible format capable of being reproduced on paper, irrespective of the medium used.

Each provision in these Rules is entirely separate and independent from the other provisions.  If any provision is found to be invalid, it shall be deemed never to have been part of these Rules and this shall not affect the validity or enforceability of any of the remaining provisions of this Plan.

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2Purpose of the Plan

The Company has adopted this Plan as part of the discretionary long-term variable compensation for selected employees of the Company.

The purpose of the Plan is to provide an increased incentive for Eligible Employees to make significant and extraordinary contributions to the long-term performance and growth of the Company, enhancing the value of the Shares for the benefit of the Company’s shareholders and increasing the Company’s ability to attract and retain individuals of exceptional skill.

These Rules set out the terms upon which the Plan is operated and are the terms of the contract relating to an Award between the Company and the Participant who is granted such Award by the Board at its sole discretion.

Where an Award is made to an Eligible Employee who is resident in or otherwise subject to a particular jurisdiction or employee group covered by a Schedule to these Rules or where an Award is designated as a particular Award type covered by a Schedule to these Rules, the provisions of the relevant Schedule modify the Rules.

3Shares Subject to the Plan

3.1Shares Subject to the Plan

Subject to the provisions of Section 8 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 20,000,000 Shares.  The Shares may be authorized, but unissued, or Shares reacquired by the Company.  Notwithstanding the foregoing, subject to the provisions of Section 8 below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan exceed the number set forth in this Section 3 plus, to the extent allowable under Applicable Law, any Shares that again become available for issuance pursuant to lapsed awards as set forth below.

3.2Lapsed Awards

To the extent an Award should expire or be forfeited or become unexercisable for any reason without having been exercised in full, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards.  In addition, any Shares which are retained by the Company upon exercise of an Award to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards.  Shares issued under the Plan and that are later forfeited to the Company due to the failure to vest or that are reacquired by the Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a Participant’s Termination of Employment) shall again be available for future grant under the Plan.  To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.

4Granting of Awards

4.1Selection of Participants

The Board may, at its discretion, grant Awards to any Eligible Employees in accordance with and subject to the Rules.

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4.2Timing of Awards

Awards may be granted at any time the Board considers appropriate.  However, no Award may be granted at any time an Eligible Employee is prohibited from being granted an Award under any Dealing Restrictions under Applicable Law.

4.3Form of Awards

Awards made under the Plan may at the discretion of the Board be in the form of Performance Stock Units, Restricted Stock, Restricted Stock Units, SARs, Stock Options or any other form of Award.

4.4Decisions Relating to Awards

The Board shall determine the following in respect of any Award (whether Performance Stock Units, Restricted Stock, Restricted Stock Units, SARs, Stock Options or other form of Award):

(a)the type of Award to be granted;

(b)where relevant, whether the Award is in respect of Shares or cash;

(c)if the Award is a SAR, the base value from which the growth in value is to be measured;

(d)if the Award is a Stock Option, the details of when the Stock Option may be exercised, the Exercise Price and whether or not the Participant will be entitled to a Cashless Exercise;

(e)the form of Award Agreement and the terms and conditions of any such Award;

(f)based on the Fair Market Value on the Grant Date, the minimum, target and maximum number of Shares to be subject or linked to the Award;

(g)the Vesting Date or Vesting Dates;

(h)whether the Award is subject to Performance Conditions and, if so, the terms of such Performance Conditions (including the applicable Performance Period);

(i)whether the Award (or Shares or other rights comprising the Award) is subject to any holding or blocking period and if so the terms of any such period;

(j)whether or not the Award will carry Dividend Equivalents and, if so, the form of such Dividend Equivalents;

(k)whether the Participant is required to sell or surrender sufficient Shares to cover Taxation; and

(l)which, if any, Schedules to the Plan will apply to the Award.

The Board will also have the authority to make all other determinations deemed necessary or advisable for administering the Plan.

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4.5Grant Procedure and Award Documentation

Each Award shall be granted by resolution of the Board.  The Board may at any time delegate the power to approve grants made under the Plan to any one or more persons including but not restricted to, a sub-committee of the Board for such period and on such conditions as the Board may determine.

Each Participant shall receive a Grant Notice in such form as the Board shall determine from time to time.

The Board may determine in relation to any Award that the Participant shall be required to execute or accept an Award Agreement to confirm the Participant’s acceptance or acknowledgement of the grant made to him.  If a Participant is so required, the Board will also determine the time within which the Participant must provide such acceptance or acknowledgement.  If a Participant does not return the Award Agreement by the expiration of such time period, his Award shall be treated as renounced for the purpose of this Plan, unless the Board determines otherwise.

Alternatively, the Board may determine that a Participant who receives an Award is deemed (as of the time of receipt) to have agreed to the Rules (including applicable Schedules) and the terms set out in the Grant Notice.  If this is the case, a Participant may reject his Award within the timeframe stipulated in the Grant Notice, if any.  If a Participant does so reject his Award, then immediately on such rejection that Award shall be forfeited.

4.6Determining the Number of Shares subject to an Award

To determine the minimum target and maximum number of Shares subject to or linked to an Award, the Board shall:

(a)divide the relevant percentage of salary (as determined by the Board) expressed as a cash sum by the Fair Market Value at the Grant Date and then, where necessary, round down to the nearest whole Share; or

(b)apply such other method as the Board may determine in its sole discretion from time to time.

5Vesting of Awards

5.1General

Unless specified otherwise by the Board at its sole discretion, all Awards granted under the Plan will be subject to a Vesting Period and may be subject to the satisfaction of one or more Performance Conditions.

The Vesting of an Award is subject to any Rules or Applicable Law that may require otherwise, including Rule 5.4 (Dealing Restrictions), Rule 6 (Forfeiture of Awards) and Rule 10.4 (Clawback).

The Board shall determine the number of Shares, Stock Options or amount of cash or Shares in respect of a SAR comprising an Award that shall Vest on any particular day or days.

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5.2Normal Vesting

To the extent that none of the exceptions set forth in the Rules apply, Shares and/or cash subject to an Award shall Vest on the applicable Vesting Date(s).

5.3Vesting at End of Performance Period

An Award that is subject to Performance Conditions will only Vest on the applicable Vesting Date(s) to the extent that the applicable Performance Conditions are satisfied, as determined by the Board as soon as practicable after the end of the Performance Period.

5.4Dealing Restrictions

If a Dealing Restriction would prevent the Participant from acquiring and/ or selling Shares, the acquisition and/or sale date shall be the date that the relevant Dealing Restriction is lifted.

If the transfer of Shares or payment of cash or Shares in the case of SARs on or following Vesting is prevented by a Dealing Restriction, the period for such transfer or payment shall start from the first date on which it is no longer so prevented.

Shares received by a Participant on or following Vesting may be subject to Dealing Restrictions.  Subject to any such restrictions, a Participant may sell (or may be required to sell) a sufficient number of such Shares to cover Taxation (as defined in Rule 10.6 “Tax, Social Security and Other Charges”).

5.5Fractional Entitlements

Where the Participant’s entitlement for any reason includes fractional Shares or fractional notional Shares in the case of SARs, the number of fractional Shares shall be aggregated as at the Vesting Date and rounded down to the nearest whole Share, unless the Board determines otherwise.

5.6Settlement of Restricted Stock Units

Unless otherwise provided by the Board and specified in an Award Agreement, and to the extent permitted by Applicable Law, as soon as practicable following the earlier of (i) the normally scheduled Vesting Date(s) or (ii) a Termination of Employment (but only to the extent the Award vests due to one of the “Special Termination Reasons” in Rule 7 of the Plan or otherwise) and in no event later than 60 days following the applicable event, the Company shall transfer the number of Shares (or pay or procure to be paid a cash sum if the Board has determined that the RSUs will be settled in cash) in respect of which the Award has Vested to the Participant.

5.7Settlement of Performance Stock Units

Unless otherwise provided by the Board and specified in an Award Agreement, and to the extent permitted by Applicable Law, notwithstanding a Termination of Employment that is due to one of the “Special Termination Reasons” in Rule 7 of the Plan or any other event that results in Vesting, as soon as practicable following the earlier of (i) a Termination of Employment due to death or Disability or (ii) the end of the Performance Period that is specified in the Award Agreement and in no event later than 60 days following the applicable event, the Company shall transfer the number of Shares (or pay or procure to be paid a cash

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sum if the Board has determined that the PSU will be settled in cash) in respect of which the Award has Vested to the Participant.

5.8Consequences of Vesting — Restricted Stock

On Vesting the restrictions applicable to the relevant Restricted Stock under the Plan shall cease to apply to the extent such Restricted Stock Vests.

5.9Consequences of Vesting — Stock Options

5.9.1General

On Vesting the restrictions applicable to the relevant Stock Options under the Plan shall cease to apply and the Participant may exercise his right to acquire Shares; provided that no option shall be exercisable more than 7 years from the Grant Date.  The term of the Stock Option shall be the term stated in the Award Agreement.

A Participant may exercise his Stock Options by paying the Exercise Price and execute or accept an exercise notice in the appropriate form as determined by the Board.

As soon as practicable following the Exercise Date the Company shall transfer the number of Shares (or pay or procure to be paid a cash sum if the Board has determined that the Stock Option is to be settled in cash) equal to the number of Shares in respect of which the Stock Option has been exercised to the Participant.

5.9.2Cashless Exercise

The Board may establish a Cashless Exercise program to enable a Participant to provide funds to pay the Exercise Price.  Such arrangements may include, without limitation, authorising the sale on the Participant’s behalf (after exercise of a Stock Option) of such number of Shares as will be required, net of selling costs and/or withholding Shares, to cover the aggregate Exercise Price and/or Taxation.

Where a sale is made on the Participant’s behalf, any excess of sale proceeds over and above the aggregate Exercise Price and/ or Taxation shall be refunded to the Participant promptly and in any event within 30 days of the sale.

5.10Consequences of Vesting — SARs

As soon as practicable following the Vesting Date the Company or the Participant’s Employer shall pay to the Participant a sum equal to growth in the Fair Market Value as determined by the Board (or a number of Shares equivalent to the value of the growth in the Fair Market Value if the Board has determined that the SARs are to be settled in Shares) of the number of vested notional Shares comprising each SAR on the relevant Vesting Date.

5.11Cash and Share Alternatives

The Board may decide to satisfy an Award (including any Dividend Equivalents) by:

(a)paying or procuring to be paid to the Participant a cash sum equal to the Fair Market Value (as determined by the Board or its delegates) of the number of Shares that would otherwise have been transferred to the Participant with respect to the Vesting or Exercise of that Award; or

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(b)in the case of SARs delivering to the Participant Shares with a value equal to the cash sum that would otherwise have been paid to the Participant following the Vesting of that Award.

6Forfeiture of Awards

Subject to Board determination otherwise, in particular - but not exclusively - according to Rule 10.4, Awards are forfeited on the earlier of:

(a)failure to satisfy the Performance Conditions to the extent such Performance Conditions are not satisfied during the Performance Period; and

(b)the occurrence of any event described in the Rules resulting in forfeiture of Awards, including under Rule 7 (Termination of Employment) and Rule 8 (Corporate Events).

7Termination of Employment

7.1General

Upon Termination of Employment, an Award that has not Vested, or has not been exercised in the case of Stock Options, will be declared forfeited, unless the Board determines otherwise.

7.2Special Termination Reasons

Unless otherwise provided by the Board and specified in an Award Agreement, and to the extent permitted by Applicable Law, notwithstanding Rule 7.1, if a Participant’s Employment terminates:

(a)as a result of Retirement as set forth in Rule 7.3

(b)as a result of Death or Disability as set forth in Rule 7.4

(c)as a result of other good reasons as set forth in Rule 7.5

(d)as a result of mutual agreement as set forth in Rule 7.6

(e)as a result of any other reason as determined by the Board from time to time to be considered for the purposes of this Rule 7

Such Awards will Vest, or in the case of vested Stock Options and SARs remain exercisable, as set forth in the foregoing Rules and in each such case, will not be forfeited.

7.3Termination of Employment as a Result of Retirement

Unless otherwise provided by the Board and specified in an Award Agreement, and to the extent permitted by Applicable Law, notwithstanding Rule 7.1, if a Participant’s Employment terminates as a result of Retirement then any unvested Awards held by the Participant shall Vest or in the case of Stock Options or SARs remain exercisable provided that:

(a)the Participant executes and does not retroactively revoke a general release of claims acceptable to the Company; and

(b)the Board and the Participant’s Employer approve the Vesting of such unvested Awards or the exercise of any Vested but unexercised Stock Options; and

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(c)all applicable non-time-based Performance Conditions have been met;

(d)the Participant subsequently does not join a Competitor as set forth in Rule 7.7., and

(e)the Board may provide for the number of shares that are subject to the Award to be reduced in the event that the Participant has not been employed for a certain period of time.

Unless otherwise provided by the Board and specified in an Award Agreement, if the Termination of Employment in respect of which this Rule 7.3 applies occurs on or before the first anniversary of the Grant Date, then the extent to which such Award Vests shall be prorated from the Grant Date to Termination of Employment based on the completed months of service in the Vesting or Performance Period.

7.4Termination of Employment as a Result of Death or Disability

Unless otherwise provided by the Board and specified in an Award Agreement, notwithstanding Rule 7.1, if a Participant’s Employment terminates as a result of Death or Disability, any unvested Awards held by the Participant shall Vest and all applicable Performance Conditions shall be deemed satisfied, with any Performance Stock Units Vesting at the target amount.

7.5Termination of Employment for Other Good Reasons

Unless otherwise provided by the Board and specified in an Award Agreement, notwithstanding Rule 7.1, if a Participant’s Employment terminates as a result of:

(i)involuntary Termination of Employment by the Participant’s Employer (whether or not by notice) other than for misconduct or poor performance;

(ii)his Employer ceasing to be a subsidiary of the Company; or

(iii)the business for which the Participant works is transferred to a person or entity who or which is not a subsidiary of the Company;

any unvested Awards held by the Participant shall Vest in respect of a proportion of the Award (corresponding to such proportion of the Performance Period as has elapsed when the Employment is terminated) on the date of such termination, provided the following conditions are met:

(a)all applicable non-time-based Performance Conditions have been met;

(b)the Participant subsequently does not join a Competitor as set forth in Rule 7.7;

(c)in relation to Rule 7.5(i) the Participant executes and does not revoke a general release of claims acceptable to the Company; and

(d)in relation to Rule 7.5(ii) or Rule 7.5(iii) the Board has not determined that that some or all of the Awards held by relevant Participants shall be exchanged in accordance with Rule 8.2 (Exchange of Awards).

7.6Termination of Employment as a Result of Mutual Agreement

If the Termination of Employment is mutually agreed between a Participant and the Employer, the Award of such Participant may Vest at the Company’s sole discretion to the

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extent legally permissible according to the Rules and Applicable Law and to the extent the Participant executes and does not retroactively revoke a general release of claims acceptable to the Company.

7.7Forfeiture of Awards on Joining a Competitor

To the extent permitted by Applicable Law, where a Participant who retains his Awards following Termination of Employment as a result of Retirement (Rule 7.3), mutual agreement (Rule 7.6) or as a result of other good reasons (Rule 7.5) becomes an employee or director or otherwise provides services to a Competitor (as listed in Appendix 1, or otherwise defined by the Board from time to time), other than as a direct result of an event within Rule 7.5(ii) or Rule 7.5(iii), then all unvested Awards and/ or unexercised Stock Options held by that Participant shall be immediately forfeited.

7.8Leave of Absence

A Participant who is on an approved leave of absence will be deemed to remain in Employment until any date on which the Participant indicates that he will not be returning to work or otherwise leaves Employment on a permanent basis.  At the time of any such notification or if the Participant otherwise terminates Employment on a permanent basis, the Participant’s Employment will be treated as having terminated and the Participant’s Award will be dealt with accordingly under the Plan.

7.9Assignments and Transfers

If a Participant is sent on an international assignment or is transferred to the Company or a subsidiary of the Company, this will not be considered as Termination of Employment under the Plan.  The treatment of assignments and transfers is subject to the rules of the “Alcon Compensation Guidelines.”

8Corporate Events

8.1Change of Control

To the extent no exchange of Award is or will be made under Rule 8.2 or the Awards will not otherwise be continued following a Change of Control event, the Vesting Date(s) of any unvested Award shall be accelerated and the Award shall Vest in full as a result of the occurrence or anticipation of a Change of Control with any Performance Stock Units vesting at target.

Where an Award Vests early as a result of a Change of Control event, the Vesting Date shall be the date that is the date such event occurs or such earlier date or time that the Board may determine to the extent permitted by Applicable Law.

If the relevant event occurs on or before the first anniversary of the Grant Date, then the extent to which such Award Vests shall be reduced to take account of the proportion of the Performance Period as has not elapsed when the Change of Control occurs.

Notwithstanding the preceding paragraph of this Rule the Board may in its discretion with no obligation to do so, allow a greater proportion of an Award to Vest.

The Board may in its discretion, exclude some Participants from this Rule if they are subject to Applicable Law, which are in conflict with this treatment (e.g. members of the Executive Committee subject to the Compensation Ordinance).

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Alternatively, the Board may determine that some or all Awards will be automatically exchanged under Rule 8.2 or may allow Participants to choose accelerated Vesting and/ or exchange.

8.2Exchange of Awards

If an Award is exchanged, then:

(a)the exchanged Award will be in respect of or by reference to shares in any company determined by the company offering the exchange;

(b)the exchanged Award shall have substantially equivalent terms to those of the Award that was exchanged;

(c)the Board may determine that any holding or blocking periods shall continue to apply to the exchanged Award;

(d)the exchanged Award will be subject to the Plan as it had effect in relation to the old Award immediately before the exchange;

(e)with effect from the exchange, the Rules will apply as if references to Shares are references to shares over which the exchanged Award has been granted; and

(f)the Rules shall apply with such other adjustments as the Board may decide.

8.3Demerger, Variations of Share Capital and Other Corporate Events

If the Board becomes aware that the Company is or is expected to be affected by any variation of share capital, rights issue, sub-division, consolidation or reduction of share capital, demerger, distribution (other than an ordinary dividend), liquidation or other event (other than a Change of Control) which, in the opinion of the Board, could affect the current or future value of Shares, the Board may:

(a)adjust Awards in such manner as it considers appropriate;

(b)allow Awards (for all or some Participants) to Vest in whole or in part, subject to any Performance Condition(s) that the Board may impose; or

(c)require some or all Awards to be exchanged under Rule 8.2.

9Shareholder Rights and Dividend Equivalents

9.1Restricted Stock Units and SARs

A Participant holding an Award of Performance Stock Units, Restricted Stock Units or SARs shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of such an Award unless and until the Shares comprising the Award are transferred to or acquired by the Participant.

At the Board’s sole discretion, a Participant may however be entitled to receive Dividend Equivalents as set out in Rule 9.4 on any unvested Award of Performance Stock Units or Restricted Stock Units.  A Participant shall not be entitled to receive Dividend Equivalents on Stock Options or SARs.

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9.2Restricted Stock

A Participant holding an Award of Restricted Stock shall be entitled to vote, to receive dividends or to have any rights of a shareholder following the Grant Date, except that in the case of any unvested Shares that are subject to the Award of Restricted Stock, the Participant shall not be entitled to any dividends paid by the Company on the equivalent number of Vested Shares.  Notwithstanding the foregoing, the Board may determine the holder of unvested Shares may be credited with such dividends provided that such dividends shall be paid to the Participant only if, when and to the extent such Shares Vest.  The value of dividends payable with respect to any Shares that do not Vest shall be forfeited.

The Board may however determine that the Participant must agree to surrender or waive any right to vote, receive dividends or any other rights of a shareholder in respect of such Award.

9.3Stock Options

A Participant holding an Award of Stock Options shall not be entitled to vote, to receive dividends, Dividend Equivalents or to have any other rights of a shareholder in respect of such an Award unless and until the Stock Options are exercised and the Shares comprising the Award are transferred to or acquired by the Participant.

9.4Dividend Equivalents

If the Board has determined under Rule 4.4(j) that an Award shall attract Dividend Equivalents, the Participant’s entitlement will be calculated as follows:

(a)unless the Board decides otherwise, the number of Shares Vesting in relation to an Award will be increased by the number of Shares which could have been acquired by the reinvestment of dividends payable between the Grant and Vesting Date on the number of Vested Shares (at the Fair Market Value of a Share on each relevant dividend payment date) and, where necessary, rounded down to the nearest whole share;

(b)if the Board decides that Dividend Equivalents would not be on a notional reinvestment basis as described in Rule 9.4(a),  the Company (or the Participant’s Employer) shall credit to the Participant (in cash or Shares) (subject to all Taxation) an amount equal to the aggregate dividends which would have been paid on the number of Shares underlying the Award between the Grant Date and the Vesting Date; or

(c)the Board may decide that the Dividend Equivalents may be calculated on any other basis.

Each Dividend Equivalent is a notional amount equal to the gross amount before taxes of actual dividend declared and paid on a Share

Unless otherwise determined by the Board at any time or times, a Participant is not entitled to receive Dividend Equivalents with respect to the time period between the Vesting Date and the date that the relevant Shares are transferred to or acquired by him or payment in respect of the Award is made.  Any dividend equivalents credited with respect to Restricted Stock Units and Performance Stock Units shall be settled only if, when and to the extent such Restricted Stock Units and Performance Stock Units Vest and are settled.  The value of amounts payable with respect to Restricted Stock Units and Performance Stock Units that do not Vest shall be forfeited.

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10Participant Rights and Obligations

10.1General

The rights and obligations of a Participant under the terms of his or her office, Employment or other contract are not affected by becoming a Participant.  These Rules do not form part of, and will not be incorporated into, any contract between a Participant and the Company.

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Eligible Employee or a Participant.

10.2No Employment Rights

Participants do not have any right to continued Employment as a result of participating in the Plan, nor are they entitled to any compensation or damages if any benefit under the Plan is reduced or cancelled as a result of applying the Rules.

The Plan is discretionary and is not part of any Employment contract with the Employer or with the Company or any other subsidiary of the Company.  Neither does the Plan create any contract between the Participant and Company, nor does the Plan give rise to a claim or legal entitlement to compensation for the Participant.  The Plan may be changed or cancelled by the Board in its absolute discretion.  Any future Awards may therefore be changed or cancelled at any time.

The Awards are not intended to replace any pension rights or compensation and are not part of normal or expected salary or compensation for any purpose, including but not limited to calculating severance payments, if any, upon termination.

10.3No Continued Entitlement

Selection as a Participant refers only to the participation for the one grant year and does not guarantee a right of participation in the Plan in any subsequent year even if Awards have been granted repeatedly in the past.

10.4Clawback

Participants must adhere at all times to Applicable Law, the Articles, the Company’s organisational regulations, the Code of Conduct and all applicable Company or Employer policies, procedures and guidelines.  If, in the reasonable opinion of the Board, a Participant fails to comply with any such laws, Articles, regulations, Code of Conduct, policies, procedures and/ or guidelines in all material respects then the Board may determine that:

(a)all or any Awards (whether Vested or unvested) held by the Participant will be forfeited;

(b)all or any of a Participant’s Shares transferred to him under the Plan following the Vesting of Awards will be forfeited and must be transferred to the Company;

(c)the Participant must pay the Company any gross proceeds from the Participant’s the sale of some or all of the Shares transferred to him following the Vesting of Awards; and

(d)pay to the Company some or all of the gross sums paid to him under the Plan.

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10.5Non-Transferability of Awards

Unless specifically permitted under the Plan or with the prior written consent of the Board, Awards that have not Vested or any rights in respect of any unvested Award may not be transferred, assigned or otherwise disposed of other than by will or by the laws of descent or distribution; provided, however, that nothing shall bar the transfer of an award in the event of divorce if required by applicable law.  The designation of a beneficiary by a Participant will not constitute a transfer.

Except as indicated above, if unvested Awards (or any rights in respect of unvested Awards) are transferred, assigned or otherwise disposed of, they shall be forfeited immediately.

10.6Tax, Social Security and Other Charges

As a condition of accepting any benefit in respect of an Award, the Participant (or in the case of the Participant’s death or a permitted transferee, the person holding or exercising the Award) agrees to make such arrangements as the Company may require for the satisfaction of (and will indemnify the Company against) all taxes, social security contributions, withholding, required deductions or payments that may arise in connection with an Award and other levies for which he is responsible that arise in connection with an Award (together “Taxation”).

The Company and/ or any Employer may make such arrangements which it or they consider necessary to cover any liability to pay or account for Taxation (including selling sufficient Shares to cover such liability and accounting for the proceeds of sale to the Company or the Employer, withholding sufficient Shares to cover such liability or making deductions from any cash sum payable to the Participant).  The Participant will promptly do all things necessary to facilitate any such arrangements.  Vesting and the transfer of Shares to him can be delayed until he does so.

10.7Participant to Provide Information

By accepting any benefit in respect of an Award, a Participant agrees to provide promptly any information or do any other thing reasonably required by the Board or other relevant person in relation to the Plan, an Award or Shares acquired under this Plan for the purpose of compliance by that person with its tax affairs or other legal or regulatory obligations; or facilitating the operation of the Plan.

10.8Confidentiality

A Participant will maintain his or her participation in the Plan in confidence and will not disclose the provisions of the Plan, the Award or the amount of the Award to any person, except to his or her immediate family, tax, legal or financial advisor or to the extent legally required to do so, without prior authorization from his Employer to the extent permitted by Applicable Law.

11Board’s Powers

11.1General

The exercise of any power or discretion, including refraining from exercise, of the Board concerning the Plan or any Award is absolute and unlimited and may be reasonably

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exercised at any time, subject always to the principle of good faith.  When the Board exercises any of its powers or discretions in a way that will impact a Participant, the Board may (but need not) inform the relevant Participant in such manner as the Board shall determine.

Any decision of the Board in connection with the Plan, the interpretation of the Plan and any related documents and in connection with any dispute relating to the Plan will be final and binding.

11.2Schedules to the Plan

The Board may make such amendments to the Rules as it considers necessary or desirable to take account of local tax, exchange control or securities law to operate the Plan in any jurisdictions in which Participants are situated.  The Board may implement such amendments in the form of schedules in such a way that they create special Rules applicable to certain Eligible Employees or categories of Eligible Employees.

11.3Change of Performance Conditions

Notwithstanding Rule 17 (Amendment and Termination of the Plan), the Board may waive or change a Performance Condition applicable to an outstanding Award if there are circumstances which cause the Board to consider that the Performance Condition or other condition has ceased to be a fair measure of performance.  Any such altered Performance Condition must be, equivalent in all material respects, no easier and no more difficult to satisfy than the original Performance Condition.

12Plan Administration

The Plan shall be administered by the Board.

The Board may make and vary regulations and policies for the administration and operation of the Plan.

The Board may delegate the exercise of its powers or discretions in relation to this Plan to any one or more persons including, but not restricted to, a sub-committee of the Board for such period and on such conditions as the Board may determine in accordance with Applicable Law.  In the case of such delegation, and to the extent of such delegation, references herein to the “Board’ shall refer to a delegate of the Board.

The Board may at any time appoint or engage specialist service providers for the operation and administration of the Plan.

13Company Documents

The Company may (but need not) send to any Participant any documents which the Company sends to its shareholders.

14Notices

Any notice or other communication under or in connection with the Plan or any Award may be given:

(a)by the Company to an Eligible Employee or Participant either personally or sent to him by electronic mail or other electronic means (including the internet or the intranet) or by post addressed to the address last known to the Company (including any

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address supplied by the relevant Employer) or sent through the Company’s internal postal service; and

(b)to the Company, either personally or by post to the Company secretary.

Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting.  Items sent by electronic mail or other electronic means shall be deemed to have been received at the expiration of 24 hours from when they were sent.

The Board may decide to accept notices given by Participants if received after any time stipulated for receipt.

15Awards not Pensionable Etc.

For the avoidance of doubt, Awards under the Plan are not pensionable and do not count in relation to the calculation of benefit under programs such as life insurance, income protection or continuation, medical or such other benefits as the Board may determine.

16Data Protection

By accepting any benefit in respect of an Award, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of a Participant’s Personal Data (as described below) by and among, as applicable, the Company or third parties as may be selected by the Company, for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan.  The Participant understands that refusal or withdrawal of consent will affect the Participant’s ability to participate in the Plan; without providing consent, the Participant will not be able to participate in the Plan or realize benefits (if any) from the Award.

The Participant understands that the Company and any subsidiary or affiliate or designated third parties may hold personal information about the Participant, including, but not limited to, The Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any subsidiary or affiliate, details of all Awards or Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”).  The Participant understands that Personal Data may be transferred to any subsidiary or affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country.  In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the subsidiary or affiliate that is the Participant’s employer and its payroll provider.

The Participant should also refer to the Company’s data privacy policy (which is available to the Participant separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of the Participant’s Personal Data.

17Amendment and Termination of the Plan

The Board may at any time change the Plan (including amending or adding Schedules to the Plan) in any way.  Changes may affect Awards already granted provided always that, unless required by Applicable Law, no such change may be made which is to the material disadvantage of a Participant without that Participant’s prior written consent.  The Board

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shall give notice to a Participant of any material changes to a Participant’s Award.  The Board may terminate the Plan at any time.  Termination of the Plan will not affect existing Awards.

18Compliance with Law and Articles of Incorporation

18.1Compliance with Law etc.

The Plan is subject to all Applicable Laws and the Articles.  If such law or the Articles require, the terms of any provision of the Plan and any Award (including any outstanding Award) shall be interpreted and/ or amended and applied to the extent required to comply fully with such law or the Articles.

18.2Swiss law with Respect to the Compensation of Certain Executives of Listed Companies

The Plan is subject to any mandatory provisions of Swiss law pertaining to compensation of governing bodies derived from article 95 paragraph 3 of the Swiss Federal Constitution and the related implementing legislation (Compensation Ordinance).  Any interpretation and/ or amendment necessary in respect of any provision of the Plan or any Award because of Applicable Law and/ or the Articles (whether currently in force or in the future) to the detriment of the Participant shall not give rise to any claims by or other rights whatsoever of the Participant.  This applies if the annual general meeting of the Company does not approve the compensation of the Participant which is subject to approval under the Compensation Ordinance.

18.3US Code Section 409A

If a Participant (other than a Participant whose benefits are provided under the United States Schedule) is subject to the United States Internal Revenue Code (“US Code”) (a “US Participant”), and if benefits under this Plan for such US Participant are not exempt from US Code Section 409A, it is intended that to the maximum extent permitted under all Applicable Law this Plan will be interpreted and administered to be exempt from, or to comply with, the requirements of US Code Section 409A as they apply to such US Participant.

19Governing Law

This Plan and all Awards granted under it shall be governed by and construed in accordance with the laws of Switzerland, under express exclusion of any provisions of conflict of laws.

The Board may resolve conclusively all questions of fact or interpretation concerning the Plan and has the authority to resolve any dispute of any kind that arises under or in connection with the Plan.  In the event a dispute escalates to require resolution by a court, the dispute will exclusively be resolved by the Courts of Fribourg, Switzerland.

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Schedule 1

United States

1Application of this Schedule

When Awards under the Plan are to be granted, the Board may determine that this Schedule applies, in which case such Awards shall be subject to all the provisions of the Alcon Inc. Long Term Incentive Plan save as modified below.

Shares subject to the Awards under the Plan are intended to be registered under the United States Securities Act of 1933.

2Consequences of Vesting — Performance Stock Units and Restricted Stock Units

2.1To the extent permitted by the Board, Participants may elect to defer the payment of Performance Stock Units, Restricted Stock Units, and any accumulated Dividend Equivalents, to the date later than the payment date specified in the relevant Award provided that the Participant makes such a deferred election either as an initial deferral under United States Treasury Regulation Section 1.409A-2(a) or pursuant to the subsequent deferral provisions of United States Treasury Regulation Section 1.409A-2(b).  The Board shall determine whether such deferral is in the form of Shares or cash.  If deferrals are in Shares, unless otherwise directed by the Board, such Shares, and any accumulated Dividend Equivalents, shall be delivered from this Plan upon such deferred payment date.  If deferrals are in cash, the cash proceeds of such Awards shall be transferred into the applicable non-qualified deferred compensation plan of the Participant’s Employer in the United States.

2.2Rules 5.6 and 5.7 shall also include the following language:

“If this 60-day period crosses two calendar years, the payment shall be made in the second year.”

2.3Rule 8.1 shall also include the following language:

“Any Awards that Vest and are subject to US Code Section 409A will be settled on the regularly scheduled Vesting dates (and in the case of PSUs, the normally scheduled post-Performance Period settlement date) to the extent necessary to avoid adverse taxation under US Code Section 409A.”

3Corporate Events

Should the Board determine that adjustments be made to Awards under Rule 8, any such adjustments or modifications must be made in a manner which is consistent with the provisions of US Code Section 409A.

4Code Section 409A

4.1Notwithstanding anything under the Plan to the contrary, to the extent applicable, it is intended that the Plan as it applies to Participants shall comply with the provisions of US Code Section 409A and the Plan and all applicable Awards be construed and applied in a manner consistent with this intent.  In furtherance thereof, in the case of United States participants, Termination of Employment must constitute a “separation from service” under US Code Section 409A.”  In addition, any amount constituting a

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“deferral of compensation” under Treasury Regulation Section 1.409A-1(b) that is payable to a Participant upon a separation from service of the Participant (within the meaning of Treasury Regulation Section 1.409A-1(h)) (other than due to the Participant’s death), occurring while the Participant shall be a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) of the Company (as limited by Code Sections 414(b), (c), (m) and (o)), shall not be paid until the earlier of:

(a)the date that is six months following such separation from service; or

(b)the date of the Participant’s death following such separation from service.

4.2Notwithstanding any provision of the Plan to the contrary, to the extent that an Award constituting a “deferral of compensation” subject to US Code Section 409A shall be deemed to be vested or restrictions lapse upon the occurrence of a Change of Control, and if such Change of Control does not constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)), then even though such Award may be deemed to be vested or restrictions lapse, payment will only be made to the extent necessary to comply with the provisions of US Code Section 409A, to the United States participant on the earliest of:

(a)the Participant’s separation from service, the date payment otherwise would have been made pursuant to the regular payment terms of the Award; or

(b)the Participant’s death.

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Schedule 2

Alcon LTIP Plan Switzerland

1Application

When Awards under the Plan are to be granted, the Board may determine that this Schedule applies, in which case such Awards shall be subject to all the provisions of the Alcon Inc. Long Term Incentive Plan save as modified below.

2Participant’s Entitlement to Elect the Award Type

Participants who are granted a share award under this Schedule 2, will have the choice to receive such an award in the form of either:

(a)Restricted Stock award; or

(b)Performance Stock Unit or Restricted Stock Unit award.

The Board may determine that Awards in the form of Restricted Stock may be subject to a mandatory blocking period (“Mandatory Blocking Period”).

Furthermore, the Board may offer Participants the opportunity to block Awards in the form of Restricted Stock after the expiry of the Mandatory Blocking Period (“Additional Blocking Period”).

The blocking choices and the terms of the blocking will be determined by the Board from time to time.

3Termination of Employment

Rule 7 of the Alcon LTIP Plan shall apply save as modified as follows:

3.1General

(a)If upon Termination of Employment the outstanding Restricted Stock are forfeited with immediate effect, no compensation is paid to the Participant for the loss of the Award.  In the event the applicable tax authorities decline to reimburse or compensate the personal income tax paid at the time of Award in respect of the forfeited Restricted Stock, the Company will compensate such cost on such basis as the Board may determine subject to receipt of such documentary proof as the Board may reasonably require.

(b)No compensation will be paid for the forfeiture of Performance Stock Unit awards or Restricted Stock Unit awards.

3.2Termination of Employment — Effect on Blocking Periods

(a)If Rules 7.3, 7.5 or 7.6 of the LTIP Plan apply, all Restricted Stock awards held by the Participant shall remain blocked until the end of the Mandatory Blocking Period and/ or, where applicable, the end of any Additional Blocking Period.

(b)If a Participant terminates Employment as a result of his death or Disability, all Mandatory and Additional Blocking Periods shall cease to apply immediately.

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(c)No further Additional Blocking Periods shall be offered following Termination of Employment.

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David J. Endicott

Chief Executive Officer

As global leader in eye care, we have a significant responsibility to our shareholders to provide a fair return on their investment as well as increased value over time. Alcon associates, like you, continuously deliver outstanding products, services and solutions to help people see better and uphold our responsibility to provide consistent long-term success.

We have approved the Alcon Long Term Incentive Plan (the “Plan”), which allows us to recognize associates who contribute to the future growth and profitability of the Company. Pursuant to the terms of the Plan, I am pleased to inform you that you have been granted the Long Term Incentive Plan award detailed on the following pages!

Once you have read through the Grant Notice and the attached Restricted Stock Unit Award Agreement, you can accept or decline the award by following the appropriate link in your stock plan account. You are encouraged to print a copy of the materials from the web site for your records.

Congratulations on your award, and thank you for all that you continue to do to drive our success in mission to help people see better.

Sincerely,

David J. Endicott

Alcon Inc.

Long Term Incentive Plan

Grant Notice — Restricted Stock Unit Award

Participant:	[First Name / Surname]
Unique Employee ID:	[Employee ID]
Date of Award:	[dd/mm/yyyy]
Award:	An award of Restricted Stock Units giving the Participant a right to receive ordinary shares (the “Shares”) of Alcon Inc. (the “Company”) on or after the Vesting Date if certain vesting conditions are met.
Number of Restricted Stock Units Awarded:	[xxx]
Vesting Schedule:	[To be drafted based on contemplated vesting schedule]
Settlement of Award:	Shares (or cash as specified in the Plan and Restricted Stock Unit Award Agreement) will be transferred to the Participant as specified in the Award Agreement.

You are being granted an Award, under the Alcon Long Term Incentive Plan, of the above number of Restricted Stock Units.

If you wish to keep the Award, you must agree to the terms and conditions outlined in the following Restricted Stock Unit Award Agreement (including any Country-Specific Appendix A hereto).

By accepting the Award, you acknowledge and agree that the Award is subject to the substantive provisions of the Plan and the attached Restricted Stock Unit Award Agreement.

The Plan is available [Insert location].

You should note, however, that in the event of any conflict between the terms of this Grant Notice and the Plan, the Plan will prevail.

I HEREBY AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THE PLAN, IN THIS GRANT NOTICE AND IN THE ATTACHED RESTRICTED STOCK UNIT AWARD AGREEMENT.

DATED [Date of Award]

Signed Electronically [First Name / Surname]

[Date stamp]

ATTACHMENT I

ALCON INC.

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Award Grant Notice — Restricted Stock Units Award with a Date of Award of [Insert date] (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”) and in consideration of your services, Alcon Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its Long Term Incentive Plan Adopted on April 9, 2019 (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice.  Defined terms not explicitly defined in this Agreement or in the Grant Notice shall have the same meanings given to them in the Plan.  In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control.

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1.GRANT OF THE AWARD.  Subject to adjustment and the terms and conditions as provided herein and in the Plan, this Award represents the right to be issued on a future date (i) one Share for each Restricted Stock Unit that becomes Vested, or (ii) as determined by the Board pursuant to Rule 5.10 of the Plan, an amount of cash per Restricted Stock Unit with a value equal to the Market Value of a Share that would have been transferred to the Participant with respect to such Vested portion of the Restricted Stock Unit.  This Award was granted in consideration of your services to the Company or a related entity.  Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past or future services to the Company) with respect to your receipt of the Award, the Vesting of the Shares or the delivery of the underlying Shares.

2.VESTING.  Subject to the limitations contained herein, your Award shall Vest as provided in the Grant Notice or as set forth in the Plan, including but not limited to the Rule 7 entitled “Special Termination Reasons” in the Plan and Rule 8 entitled “Corporate Events” in the Plan. [Insert any exceptions to the rules, if applicable.] Any Restricted Stock Units that have not Vested in accordance with such terms and conditions (including any release of claims requirements as set forth in the Plan) shall be forfeited upon the Termination of Employment, subject to the terms and conditions of the Plan, the Grant Notice and this Agreement.

For the avoidance of doubt and for purposes of this Award only, the date of your Termination of Employment will be deemed to occur as of the date determined by the Board (except, in certain circumstances at the sole discretion of the Company, to the extent you are on a Company-approved leave of absence) and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable laws, unless otherwise determined by the Company in its sole discretion.

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3.NUMBER OF RESTRICTED STOCK UNITS AND ORDINARY SHARES.

(a)The Restricted Stock Units subject to your Award may be adjusted from time to time as determined by the Board for corporate events described in Rule 8 of the Plan.

(b)Any additional Restricted Stock Units and any Shares, cash or other property that become subject to the Award pursuant to this Section 3 shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and Shares covered by your Award.

(c)[If your Employment terminates as a result of Retirement and such Retirement occurs within one (1) year following the Grant Date, then the number of Restricted Stock Units subject to this Agreement that vest shall be adjusted proportionally for the time during such one (1) year period that you remained an employee of the Company based on the completed full months of Employment during the Performance Period, rounded down to the nearest whole Share. [For example, if you are granted 180 Restricted Stock Units and your Retirement occurs three months after the Grant Date, then only 15 Restricted Stock Units will vest (180 x 3/36) and the balance of the Restricted Stock Units would be cancelled. If your Employment terminates as a result of Retirement on or after the one (1) year anniversary of the Grant Date, no such adjustment will be made.] [Example to be modified based on length of performance period.]]

(d)[If your Employment terminates as a result of one of the reasons set forth in Rule 7.5, then the number of Restricted Stock Units subject to this Agreement shall be adjusted proportionally for the time during the Performance Period that you remained an employee of the Company based on the completed full months of Employment during the Performance Period, rounded down to the nearest whole Share. [For example, if you are granted 180 Restricted Stock Units and your Employment terminates as a result of one of the reasons set forth in Rule 7.5, one year after the Grant Date, then only 120 Restricted Stock Units would vest (180 x 12/36) and the balance of the Restricted Stock Units would be cancelled.] [Example to be modified based on length of performance period.]]

(e)Notwithstanding the provisions of this Section 3, no fractional Shares or rights for fractional Shares shall be created pursuant to this Section 3.  Any fraction of a Share (or payment of cash with respect thereto) will be rounded down to the nearest whole Share.

4.TRANSFERABILITY.  Prior to the time that Shares have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the Shares in respect of your Award.  For example, you may not use Shares that may be issued in respect of your Restricted Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such Shares.  This restriction on transfer will lapse upon delivery to you of Shares in respect of your vested Restricted Stock Units.  Your Award is not transferable, except by will or by the laws of descent and distribution, subject to applicable laws.  Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Shares pursuant to this Agreement and nothing shall bar the transfer of an award in the event of divorce if required by applicable law.

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5.ISSUANCE OF SHARES.

(a)Subject to the satisfaction of the Tax-Related Items set forth in Section 8 of this Agreement, in the event one or more Restricted Stock Units vests, the Company shall issue to you (i) one Share for each Restricted Stock Unit that vests, or (ii) as determined by the Board pursuant to Rule 5.10 of the Plan, an amount of cash per Restricted Stock Unit with a value equal to the Market Value of a Share that would have been transferred to you with respect to such vested portion of the Restricted Stock Unit.  All such Shares shall be settled as soon as practicable following the earlier of (i) the normally scheduled Vesting Date(s) or (ii) a Termination of Employment (but only to the extent the Award vests due to one of the “Special Termination Reasons” in Rule 7 of the Plan or otherwise) and in no event later than 60 days following the applicable event.  In addition, in the case of United States Participants if the 60-day period crosses two calendar years, the payment will be made in the second calendar year. In the case of United States Participants, such Termination of Employment must constitute a “separation from service” under Code Section 409A.

(b)Any Shares issued to you may be in electronic form, at the election of the Company.

(c)You understand and agree that, unless otherwise permitted by the Company, any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require you to provide to such entity certain information regarding the transaction.  Moreover, you understand and agree that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value.  You understand that neither the Company nor any subsidiary or affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any subsidiary or affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Award (or the calculation of income or Tax-Related Items thereunder).

6.DIVIDENDS.  You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a corporate event described in Rule 8 of the Plan; provided, however, that this sentence shall not apply with respect to any Shares that are delivered to you in connection with your Award after such Shares have been delivered to you.

7.RESTRICTIVE LEGENDS.  The Shares issued under your Award shall be endorsed with appropriate legends as determined by the Company.

8.WITHHOLDING OBLIGATIONS.

(a)As a condition to the grant, Vesting and settlement of this Award and (without limiting the scope of this Section 8) as further set forth in Rule 10.6 of the Plan, you hereby agree to make adequate provision for the satisfaction of (and will indemnify the Company and any subsidiary or affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments, if any (“Tax-Related Items”), which arise upon the grant, Vesting or settlement of this Award, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with this

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Award or the Shares, by withholding all or a portion of any Shares that otherwise would be issued to the Employee upon settlement of the vested Performance Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the applicable Fair Market Value on the trading day immediately before the applicable event giving rise to the Tax-Related Items. Furthermore, the Employee agrees to pay the Company or the Affiliate any Tax-Related Items that cannot be satisfied by the foregoing methods.  Regardless of any action the Company or any subsidiary or affiliate takes with respect to any or all applicable Tax-Related Items, you acknowledge and agree that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed any amount actually withheld by the Company or any subsidiary or affiliate.  You further acknowledge and agree that you are solely responsible for filing all relevant documentation that may be required in relation to this Award or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any subsidiary or affiliate pursuant to applicable law), such as but not limited to personal income tax returns or reporting statements in relation to the grant, Vesting or settlement of this Award, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends.  You further acknowledge that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.  You also understand that applicable laws may require varying Share or Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of you under applicable laws.  Further, if you have become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company or any subsidiary or affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)Unless the Tax-Related Items of the Company and/or any subsidiary or affiliate are satisfied and any other requirements or restrictions that may be imposed by the Company to comply with applicable laws or facilitate administration of the Plan are also satisfied, the Company shall have no obligation to deliver to you any Shares.  Furthermore, you understand that the applicable laws of the country in which you are residing or working at the time of grant, Vesting, and/or settlement of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of this Award, and neither the Company nor any subsidiary or affiliate assumes any liability in relation to this Award in such case.

(c)In the event the Company’s obligation for Tax-Related Items arises prior to the delivery to you of Shares or it is determined after the delivery of Shares to you that the amount of the Company’s obligation for Tax-Related Items was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

9.SECURITIES LAW COMPLIANCE.  You may not be issued any Shares or other Shares under your Award unless either (i) the Shares are registered under the U.S. Securities Act of 1933, as

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amended (the “Securities Act”); or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

10.TAX CONSEQUENCES.  To the extent applicable, this Award is intended to comply with Code Section 409A, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original Vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation on you in respect of the Shares under Code Section 409A; provided, however, that if you die prior to the day following the expiration of such six (6) month period, such six (6) month plus one day period shall be replaced by the date of the Company’s first regular payroll period following the date of your death.  Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). However, the Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award.  You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

11.AWARD NOT A SERVICE CONTRACT.  Your Award is not an employment or service contract, and nothing in your Award will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a subsidiary or affiliate, or of the Company or a subsidiary or affiliate to continue your employment for any particular period of time.  In addition, nothing in your Award will obligate the Company or a subsidiary or affiliate, their respective shareholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or a subsidiary or affiliate. This Agreement shall not interfere in any way with the right of the Company or any subsidiary or affiliate to terminate your employment or service at any time, subject to applicable laws.

12.NATURE OF GRANT.  In accepting the grant of this Award, you acknowledge the following:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time in accordance with the Plan.

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(b)The grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.

(c)All decisions with respect to any future awards, if any, will be at the sole discretion of the Company.

(d)You are voluntarily participating in the Plan.

(e)This Award and the Shares subject to this Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any subsidiary or affiliate and which, if you are an Employee, is outside the scope of your employment contract, if any.

(f)This Award and the Shares subject to this Award are not intended to replace any pension rights or compensation and not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(g)If you are an Employee, in the event that your employer is not the Company, this Agreement will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the Award grant will not be interpreted to form an employment contract with your employer (“Employer”) or any subsidiary or affiliate of the Company.

(h)In consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or any of the Shares acquired pursuant to the Award resulting from termination of your employment by the Company or your Employer or termination of service, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and you irrevocably release your Employer, the Company and its Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed to have irrevocably waived your entitlement to pursue such claim.

13.DATA PRIVACY.

(a)You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your Personal Data (as described below) by and among, as applicable, the Company and any subsidiary or affiliate or third parties as may be selected by the Company, for the exclusive purpose of implementing, administering, and managing your participation in the Plan.  You understand that refusal or withdrawal of consent will affect your ability to participate in the Plan; without providing consent, you will not be able to participate in the Plan or realize benefits (if any) from the Award.

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(b)You understand that the Company and any subsidiary or affiliate or designated third parties may hold personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security or social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any subsidiary or affiliate, details of all Awards or Shares awarded, canceled, vested, unvested or outstanding in your favor (“Personal Data”).  You understand that Personal Data may be transferred to any subsidiary or affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the subsidiary or affiliate that is your employer and its payroll provider.

(c)You should also refer to the appropriate employee and data privacy policies provided by Alcon from time to time for more information regarding the collection, use, storage, and transfer of your Personal Data.

14.APPENDIX A.  The Company reserves the right to impose other requirements on your participation in the Plan, on this Award and the Shares subject to this Award and on any other award or Shares acquired under the Plan, or take any other action, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws or facilitate the administration of the Plan.  You agree to sign any additional agreement or undertaking that may be necessary to accomplish the foregoing.  Furthermore, you acknowledge that the applicable laws of the country in which you are residing or working at the time of grant, Vesting and settlement of the Award or the ownership or sale of Shares received pursuant to the Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject you to additional procedural or regulatory requirements that you are and will be solely responsible for and must fulfill.  Such requirements, and other general terms under the Plan and applicable to the Award, may be outlined in but are not limited to Appendix A (the “Appendix A”) attached hereto, which forms part of this Agreement.  Notwithstanding any provisions in this Agreement, the Award shall be subject to any special terms and conditions set forth in the Appendix A.  Moreover, if you work, reside, move to, or otherwise are or become subject to applicable laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to you as from the date of grant, unless otherwise determined by the Company in its sole discretion. The Appendix A constitutes part of this Agreement.

15.NOTICES.  Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five days after deposit in the [United States] [modify if other non-U.S. jurisdiction is applicable] mail, postage prepaid, addressed to you at the last address you provided to the Company.  Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to your current or future participation in the Plan, this Award, any Shares, or any

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other Company-related documents by electronic means.  By accepting this Award, whether electronically or otherwise, you hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.  To the extent you have been provided with a copy of this Agreement, the Plan, or any other documents relating to this Award in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.

16.GOVERNING PLAN DOCUMENT AND LAW.  Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of Switzerland, under express exclusion of any provisions of conflict of laws.  The Board may resolve conclusively all questions of fact or interpretation concerning this Agreement and has the authority to resolve any dispute of any kind that arises under or in connection with this Agreement. In the event a dispute escalates to require resolution by a court, the dispute will exclusively be resolved by the Courts of Fribourg, Switzerland.

17.VOTING RIGHTS; UNSECURED OBLIGATION.  You will not have voting or any other rights as a shareholder of the Company with respect to the Shares to be issued pursuant to this Award until such Shares are issued to you.  Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Shares or other property pursuant to this Agreement.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

18.SEVERABILITY.  If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

19.MISCELLANEOUS.

(a)The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

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(b)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.  In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell Shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.  You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d)You acknowledge and agree that you have reviewed your Award Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(e)This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(f)All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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Appendix A

ADDITIONAL GENERAL AND COUNTRY-SPECIFIC TERMS AND CONDITIONS

This Appendix A includes additional general and country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may be material to your participation in the Plan.  Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if you move to or otherwise are or become subject to the applicable laws or company policies of the country listed.  However, because foreign exchange regulations and other local laws are subject to frequent change, you are advised to seek advice from your own personal legal and tax advisor prior to accepting or exercising an Award or holding or selling Shares acquired under the Plan.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your acceptance of the Award or participation in the Plan.  Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Grant Notice and the Restricted Stock Unit Award Agreement (“Agreement”). This Appendix A forms part of the Agreement and should be read in conjunction with the Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States or Switzerland.  The Restricted Stock Unit Award Agreement (of which this Appendix A is a part), the Grant Notice, the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in your jurisdiction.

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European Union and Switzerland

Data Privacy. Where you are a resident of the EU or Switzerland, the following provision applies and supplements Section 13 of the Restricted Stock Unit Award Agreement: You understand and acknowledge that: ·The data controller is the Company; queries or requests regarding your Personal Data should be made in writing to the Company’s representative relating to the Plan or Award matters, who may be contacted at: ask.comp@alcon.com or via postal mail to Alcon HR - Global Rewards Operations, 6201 South Freeway, Fort Worth, TX US 76134; ·The legal basis for the processing of Personal Data is that the processing is necessary for the performance of a contract to which you are a party (namely, the Grant Notice and Agreement); ·Personal Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan; ·You may, at any time, access your Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data without cost or exercise any other rights you may have in relation to your Personal Data under applicable law, including the right to make a complaint to an EU data protection regulator.

Argentina

Foreign Ownership and Exchange Restrictions. If your foreign-held assets, including Shares received under the Plan, exceed US $1 million, you may be subject to annual reporting to the Central Bank. Regardless of your foreign holdings, US dollar transactions must be conducted through a financial intermediary authorized by the Argentine Central Bank. US dollar proceeds from the sale of Shares by a participant, when remitted to Argentina, are subject to conversion to Argentine pesos at applicable exchange rates, as well as relevant regulations of the Central Bank. Depending on the amount, you may also be required to file certain documentation of the sale with the local bank or otherwise place the funds in a non-interest-bearing US dollar-denominated mandatory deposit account for a holding period of 365 days. As the foreign asset and exchange control regulations may change, it is your responsibility to comply with any applicable requirements. Please confirm the foreign exchange requirements with your local bank before any transfer of funds into or out of Argentina.

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Australia	Settlement. Notwithstanding any discretion in the Plan, the Grant Notice or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash.
Austria	Foreign Ownership Reporting. If you are an Austrian national who owns securities in foreign deposits, you must file an annual notification with the Austrian National Bank if the value of the securities in foreign deposits exceeds EUR 5 million or equivalent at the end of the year. If the value of these securities in foreign deposits exceeds EUR 30 million or equivalent at the end of a quarter, then these notifications shall be made quarterly.
Bangladesh	Exchange Control Information All foreign exchange transactions must be carried out through an Authorized Dealer. Bangladeshi Residents who want to sell Shares issued by the Company, must first apply to Bangladesh Bank for prior permission and the application must be made through an Authorized Dealer. Further, you must repatriate any proceeds from the sale of Shares acquired under the Plan to Bangladesh unless otherwise permitted by the relevant authorities.
Belgium	Foreign Ownership Reporting. If you are a resident of Belgium, you will be required to submit an annual form declaring your income or assets (including Shares acquired under an employee share plan) held outside of Belgium to the National Bank of Belgium. The reporting should be completed prior to filing your annual Belgian income tax return.
Brazil	Foreign Ownership Reporting. If you are a resident of Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil (“BACEN”) if the aggregate value of such assets and rights (including any restricted stock units, capital gain, dividends or profit attributable to such assets) is equal to or greater than US $100,000 or equivalent as of each December 31st. The reporting is done via an online form (“Declaração de Capitais Brasileiros no Exterior” or “DCBE”) and usually should be completed in April in relation to the prior fiscal year. Quarterly reporting is also required if the assets held abroad exceed US $100,000,000 or equivalent at the end of each quarter. However, please confirm the annual and

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	quarterly reporting deadlines with BACEN, as they are periodically updated, and noncompliance is potentially subject to certain penalties.
Bulgaria	Foreign Ownership and Exchange Control Information. You will be required to file statistical forms with the Bulgarian National Bank by March 31st each year regarding your income in foreign bank accounts and any Shares held abroad if the total sum of all holdings is at least BGN 50,000 as of the previous calendar year-end. In addition, if you receive a payment related to the Plan in excess of BGN 100,000 into a bank account in Bulgaria, the local bank receiving the transfer of funds may for statistical purposes require you to provide certain information regarding the source of the income upon such transfer or within 30 days thereof. You should contact your bank in Bulgaria for additional information regarding these requirements.
Canada	Securities Law Notice. The security represented by the Award was issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. You acknowledge that as long as the Company is not a reporting issuer in any jurisdiction in Canada, the Award and the underlying Shares will be subject to an indefinite hold period in Canada and subject to restrictions on their transfer in Canada. Subject to the terms and conditions of the Agreement and applicable securities laws, you are permitted to sell Shares acquired through the Plan through a designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canada via the stock exchange on which the Shares are traded. Settlement in Shares Only. Notwithstanding any discretion in the Plan, the Grant Notice or Agreement to the contrary, settlement of the Award shall only be made in Shares issued by the Company from treasury and not, in whole or in part, in the form of cash or other consideration. Employee Tax Treatment. For Canadian federal income tax purposes, the Award is intended to be treated as an agreement by the Company to sell or issue Shares to the Employee and, as such, is intended to be subject to the rules in section 7 of the Income Tax Act (Canada). Under those rules, the Employee will be considered to have received an employment benefit at the time of settlement of the vested Award equal to the full value of the Shares received, which amount will be taxed as employment income and will be subject to withholding at source.

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Foreign Share Ownership Reporting. If you are a Canadian resident, your ownership of certain foreign property (including shares of foreign corporations) in excess of $100,000 may be subject to ongoing annual reporting obligations. Please refer to CRA Form T1135 (Foreign Income Verification Statement) and consult your tax advisor for further details. Quebec: Consent to Receive Information in English. The following applies if you are a resident of Quebec: The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Chile

Securities Law Information. Neither the Company nor the Shares are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendency of Securities (“CMF”). This offer is being made as of the Grant Date described in this Agreement and is subject to Norma de Carácter General Rule No. 336 (“NCG 336”). Pursuant to General Rule 336, no public offering of securities is being made, and the Company is under no obligation to provide any disclosure or other information regarding the Shares in Chile. Note the Shares cannot be subject to public offering in Chile while they are not registered with the CMF. Exchange Control Information. While there is uncertainty whether the acquisition of Shares under the Plan qualifies as an “investment” that would be subject to reporting under the foreign exchange regulations issued by the Central Bank of Chile, if the value of the Shares exceeds US$10,000, the Shares and transaction details generally should be communicated to the Central Bank of Chile within 10 days of the relevant transaction. You should complete Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank. Further, if your aggregate investments held outside Chile exceeds US $5,000,000 (including Shares received under the Plan), you must report quarterly to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

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China The following applies to employees in the People’s Republic of China:

Foreign Exchange Requirements and SAFE Conditions. Notwithstanding the “Vesting Schedule” set forth in the Grant Notice, please note that due to the current foreign exchange restrictions in the People’s Republic of China as overseen by the State Administration of Foreign Exchange (the “SAFE”), it is not possible for the Award to be settled in a legally compliant manner at this time. The noncompliant settlement of the Award, as well as subsequent actions concerning Shares underlying this Award and any sale proceeds, could potentially subject you and/or the Company and/or any subsidiary of the Company, or other affiliated entity to sanctions by the SAFE.

Therefore, in addition to the “Vesting Schedule” set forth in the Grant Notice, this Award may not be settled until after the following conditions (collectively, the “SAFE Conditions”) are met: 1) an initial public offering of the Company’s securities; 2) approval of the Plan and this Award are received from the SAFE; and 3) the completion or implementation of any other filings or administrative processes as may be required or imposed by the SAFE, the Company, or applicable laws.

This means that if the Award expires prior to the completion of such SAFE Conditions, you will not be permitted to settle the Award, including any vested portion. In such case, you will have no rights or interest in the Award or the Shares underlying the Award, nor will you be entitled to any compensation, amount, benefit, property, or securities in lieu of the ability to exercise the option or any interest in the Award.

In addition, the SAFE may require that you be an employee of the Company or a subsidiary of the Company for purposes of satisfying any continuous service status or other requirement under the SAFE Conditions at the time of Vesting or otherwise. However, this does not guarantee any right to employment, nor is the Company or any subsidiary of the Company obligated to provide for employment such that the SAFE Conditions can be fulfilled.

Furthermore, pursuant to “Other Requirements” clause of this Appendix A, other requirements or restrictions may also be imposed on you, the Award, or the Shares in order for the SAFE Conditions to be met and for the Award to otherwise comply with applicable laws. Such requirements or restrictions may include, but are not limited to, the forced sale of Shares, mandatory and immediate repatriation of any sale proceeds to China (through an account specifically designated and held by the Company or a subsidiary of the Company), foreign exchange conversions at a time or rate designated by the Company, special procedures for the withholding or payment of Tax-Related

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Items, and/or certain reporting requirements.

Colombia

Foreign Ownership Reporting. Prior approval from a government authority is not required to hold foreign securities or to receive an equity award. However, if the value of foreign investments, including the value of any equity awards, equals or exceeds US $500,000, such investments must be registered with the Colombian Central Bank by June 30th of each year. Colombian residents may hold foreign investments without any government approval. However, investments held abroad (including Shares) must be registered with the Central Bank of Colombia (Banco de la República) if the aggregate investments held by an individual (as of December 31 of the applicable calendar year) equal or exceed the equivalent of US $500,000. The Participant will need to register the foreign investment with the Central Bank only if the accumulated financial investments held abroad at the year-end are equal to or exceed the equivalent of US $500,000. The Participant must register by filing a Form No. 11 and submitting it to Señores, Banco de la República, Atn: Jefe Sección Inversiones, Departamento de Cambios Internacionales, Carrera 7 No. 14 - 18, Bogotá, Colombia by June 30 of the following year. Upon sale or other disposition of investments (including Shares) that have been registered with the Central Bank, the registration with the Central Bank must be cancelled no later than March 31 of the year following the sale or disposition (or a fine of up to 200% of the value of the infringing payment may apply).

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Denmark

Employer Statement. If you are subject to the Danish Stock Option Act, your participation in the Plan is also subject to the Danish Employer Statement, which has been provided to you separately and may also be obtained by contacting ask.comp@alcon.com or via postal mail to Alcon HR - Global Rewards Operations, 6201 South Freeway, Fort Worth, TX US 76134. By accepting your grant, you acknowledge that you have received and agree to the Danish Employer Statement. Foreign Account Reporting. Danish resident holders of non-Danish bank accounts or accounts with non-Danish brokers should submit certain forms to the Danish tax authorities: Erklæring V regarding shares deposited with a non-Danish bank or broker (https://www.skat.dk/SKAT.aspx?oId=90030) Erklæring K regarding money deposited with a non-Danish bank or broker (https://www.skat.dk/SKAT.aspx?oId=73344)

France

Foreign Ownership Reporting. Residents of France with foreign account balances in excess of EUR 1 million or its equivalent must report monthly to the Bank of France. Consent to Receive Information in English. Participant confirms he or she has read and understands the documents relating to this grant (the Plan and this Agreement) which were provided to Participant in the English language. Participant accepts the terms of those documents accordingly. Vous confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui vous ont été communiqués en langue anglaise. Vous en acceptez les termes en connaissance de cause. No Tax Qualification. This grant is not intended to be a tax-qualified award and is not granted under any Sub-Plan for French tax purposes. Accordingly, the relevant Vesting and termination provisions will be as stated in the Plan, Grant Notice and Agreement.

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Hong Kong

Securities Law Information. Warning: The RSUs and any Shares issued upon Vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its affiliates. The Plan, the RSU Agreement, including this Addendum, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable companies and securities legislation in Hong Kong and have not been registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. This Plan, the Agreement, and the incidental communication materials are intended only for the personal use of each eligible Participant and not for distribution to any other persons. If you have any questions about any of the contents of the Plan, the Agreement, including this Addendum, or other incidental communication materials, you should obtain independent professional advice.

India

Repatriation Requirement. You shall take all reasonable steps to repatriate to India immediately all foreign exchange received by you as a consequence of your participation in Alcon’s Plan and in any case not later than 90 days from the date of sale of the Shares so acquired by you under the Plan. Further, you shall in no case take any action (or refrain from taking any action) that has the effect of: (a)     Delaying the receipt by you of the whole or part of such foreign exchange; or (b)     Eliminating the foreign exchange in whole or in part to be receivable by you. Upon receipt or realization of the foreign exchange in India, including in relation to any dividend payments, you shall surrender the received or realized foreign exchange to an authorized person within a period of 180 days from the date of such receipt or realization, as the case may be. You will receive a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should keep the FIRC received from the bank where foreign currency is deposited in the event that the Reserve Bank of India, Alcon or your employer requests proof of repatriation.

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Indonesia	Exchange Control Information. If you remit proceeds from the sale of Shares into Indonesia, the Indonesian Bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of USD10,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is made is required to make the report, you must complete a “Transfer Report Form.” The Transfer Report Form will be provided to you by the bank through which the transaction is made. In addition, if you are an Indonesian resident, you may be required to provide the Indonesian Central Bank with information on foreign exchange activities. Indonesian residents may be subject to a monthly reporting obligation to the Bank of Indonesia which must be completed online through Bank of Indonesia’s website, no later than the 15th day of the following month. You should consult with your personal advisor to ensure that you are properly reporting your foreign exchange activities.
Ireland	Director Reporting. If you are a director or shadow director of the Company or related company, you may be subject to special reporting requirements with regard to the acquisition of Shares or rights over Shares. Please contact your personal legal advisor for further details if you are a director or shadow director. Settlement. Notwithstanding any discretion in the Plan, the Grant Notice or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash.
Israel	Responsibility for Tax. This Award will be subject to tax pursuant to the non-trustee route of Section 102(c) of the Israeli Income Tax Ordinance. If your employment is terminated, you will extend to the Company or the applicable affiliate a security or guarantee for the payment of Tax-Related Items due in respect of such Award as required under Section 102.

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Italy

Data Privacy Consent. Pursuant to the GDPR (General Data Protection Regulation - EU No. 2016/679) and to Legislative Decree No. 196/2003, the Controller of personal data processing is Alcon AG, with registered offices at Rue Louis-d’Affry 6, 1701 Fribourg, Switzerland, and its Representative in Italy for privacy purposes is: Chiara Sellinger, Alcon Italia S.p.A., Viale Giulio Richard 1/B, Milano, IT I-20143. By accepting this Award, you agree to the following: I understand that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to the GDPR (General Data Protection Regulation - EU No. 2016/679) and to Legislative Decree No. 196/2003. The processing activity, including the communication and transfer of my Data abroad, including outside of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require my consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. I understand that the use of my Data will be minimized where it is not necessary for the implementation, administration and management of the Plan. I further understand that, pursuant to Sections 12 to 21 of the GDPR, I have the right to, including but not limited to, (i) access, (ii) delete, (iii) update, and (iv) ask for rectification of my Data, as well as to request, from the Controller, the (v) restriction of processing concerning my Data or to (vi) object to processing, as well as the right to (vii) “data portability”. Furthermore, I am aware that my Data will not be used for direct marketing purposes.

Japan

Securities Acquisition Report. If you acquire Shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through the Bank of Japan within 20 days of the acquisition of the Shares. Exit Tax. Please note that you may be subject to tax on your Award, even prior to Vesting, if you relocate from Japan if you (1) hold financial assets with an aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principle place of residence (jusho) or temporary place of abode (kyosho) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan. You should discuss your tax treatment with your personal tax advisor.

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Kazakhstan Exchange Control Information. Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you may be required to notify the National Bank of Kazakhstan if you acquire Shares under the Plan.

In addition, the Kazakh Law on Currency Regulation requires currency repatriation. Therefore, if you sell your Shares, you must transfer the proceeds to an account with a Kazakh bank. As the exchange control regulations in Kazakhstan may change without notice, you should consult a legal advisor prior to the Vesting of your Award as well as repatriating the proceeds from the sale of your Shares to ensure compliance with the regulations.

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Malaysia Securities Law Notice. The grant of the Company’s equity awards in Malaysia constitutes or relates to an ‘excluded offer,’ ‘excluded invitation,’ or ‘excluded issue’ pursuant to Section 229 and Section 230 of the CMSA, and as a consequence no prospectus is required to be registered with the Securities Commission of Malaysia. The award documents do not constitute and may not be used for the purpose of a public offering or an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Securities Commission in Malaysia under the CMSA.

Data Privacy. This provision supplements Section 13 of the Agreement:

You hereby explicitly, voluntarily and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Appendix A and any other Award grant materials by and among, as applicable, the Employer (if different from the Company), the Company or any third parties authorised by the same in assisting in the implementation, administration and management of your participation in the Plan.

You understand that the Company and the Employer (if different from the Company) may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, the fact and conditions of your participation in the Plan, details of all Awards or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The source of the Data is your Employer as well as information which you are providing to the Company and the Employer (if different from the Company) in connection with the Plan including this Appendix A.

You also authorize any transfer of Data, as may be required, to the Company’s broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon Vesting of the Award are deposited. You acknowledge that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to your country, which may not give the same level of protection to Data. You understand that you may request a list with the names and addresses of any potential recipients of Data by contacting your local

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human resources representative. You authorize the Company, its broker, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing your participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing your local representative at ask.comp@alcon.com. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke consent, your employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing consent is that the Company would not be able to grant future Awards or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local representative.

Peserta dengan ini secara eksplisit, sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang diterangkan dalam Lampiran A dan apa-apa bahan geran Unit Saham Terbatas oleh dan di antara, seperti mana yang terpakai, Majikan(jika berlainan daripada Syarikat), Syarikat dan Anak-anak Syarikat yang lain atau Syarikat Sekutunya atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama dalam membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan.

Peserta memahami bahawa Syarikat dan Majikan(jika berlainan daripada Syarikat) mungkin memegang maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, nama Peserta, alamat rumah dan nombor telefon, tarikh lahir, nombor insurans sosial atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat mengenai penyertaan Peserta dalam Pelan, butir-butir tentang semua unit saham terbatas atau apa-apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Peserta (“Data”), untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Sumber Data adalah daripada Majikan

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Peserta dan juga maklumat dimana Peserta berikan kepada Syarikat dan Majikan(jika berlainan daripada Syarikat) berhubung dengan Pelan tersebut termasuk Lampiran A ini.

Peserta juga memberi kuasa mengenai apa-apa pemindahan Data, yang mungkin diperlukan, kepada broker Syarikat atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan siapa sahaja Saham yang diperolehi semasa peletakan hak Unit Saham Terbatas didepositkan. Peserta mengakui bahawa penerima -penerima ini mungkin berada di negara Peserta atau mana-mana tempat lain, dan bahawa negara penerima (contohnya di Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza dengan negara Peserta, dimana tahap perlindungan Data mungkin tidak sama. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta. Peserta memberi kuasa kepada Syarikat, brokernya, dan mana-mana penerima-penerima lain yang mungkin membantu Syarikat (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan mengurus penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil tempatan Pesertah ask.comp@alcon.com. Selanjutnya, Peserta memahami bahawa dia telah memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuan, status pekerjaan atau perkhidmatan dan kerjaya Peserta dengan Majikan tidak akan terjejas; satu-satunya akibat buruk jika tidak bersetuju atau menarik balik persetujuan adalah bahawa Syarikat tidak akan dapat memberikan Unit Saham Terbatas atau anugerah ekuiti yang lain kepada Peserta pada masa hadapan atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan persetujuan atau penarikan balik persetujuan, Peserta memahami

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bahawa dia boleh menghubungi wakil tempatannya.

Director Notification Obligation. If you are a director of the Company’s Malaysian subsidiary, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary in writing when you receive or dispose of an interest (e.g., an Award under the Plan or Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

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Mexico

Labor Law Acknowledgment. The invitation Alcon is making under the Plan is unilateral and discretionary and is not related to the salary and other contractual benefits granted to you by your employer; therefore, benefits derived from the Plan will not under any circumstance be considered as an integral part of your salary. Alcon reserves the absolute right to amend the Plan and discontinue it at any time without incurring any liability whatsoever. This invitation and, in your case, the acquisition of Shares does not, in any way, establish a labor relationship between you and Alcon, nor does it establish any rights between you and your employer. La invitación que Alcon hace en relación con el Plan es unilateral, discrecional y no se relaciona con el salario y otros beneficios que recibe actualmente de su actual empleador, por lo que cualquier beneficio derivado del Plan no será considerado bajo ninguna circunstancia como parte integral de su salario. Por lo anterior, Alcon se reserva el derecho absoluto para modificar o terminar el mismo, sin incurrir en responsabilidad alguna. Esta invitación y, en su caso, la adquisición de acciones, de ninguna manera establecen relación laboral alguna entre usted y Alcon y tampoco genera derecho alguno entre usted y su empleador.

Pakistan

Foreign Ownership and Exchange Control Information. You are responsible for ensuring compliance with all foreign ownership and exchange control laws in Pakistan in relation to your participation in the Plan. In particular, your ownership of foreign shares, must be registered with the State Bank of Pakistan by completing and submitting Form V-96. Furthermore, you are required to immediately repatriate to Pakistan any cash received in relation to the Shares, including dividends (if any) or proceeds from the sale of the Shares. Under local law, such repatriation must be effectuated through authorized banking channels in Pakistan. You should consult with your personal advisor to ensure that you are properly complying with the exchange control regulations.

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Philippines	Securities Law Notice. This offering is subject to exemption from the requirements of registration with the Philippines Securities and Exchange Commission under Section 10.1 of the Philippines Securities Regulation Code. THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
Poland	Foreign Ownership Reporting. If you hold Shares acquired under the Plan or maintain a bank account abroad, you will have reporting duties to the National Bank of Poland. Specifically, if the aggregate value of Shares and cash held in such foreign accounts exceeds PLN 7,000,000, you must file reports on the transactions and balances of the accounts on a quarterly basis. Additional forms are required if you hold 10% or more of the voting rights in a foreign entity. You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting duties.
Russia	Securities Law Information. This Appendix A, the Grant Notice, the Agreement, the Plan and all other materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia. In no event will Shares be delivered to you in Russia; instead, all Shares acquired upon Vesting of the Award will be maintained on your behalf in the United States. Exchange Control Information. As of January 2018, it should be permitted to deposit proceeds from the sale of Shares under the Plan in a US account. Nonetheless, there may still be restrictions on receiving funds into a non-Russian bank or brokerage account, and noncompliance with Russian exchange control rules, if applicable, may be subject to administrative sanction and fines. Therefore, it may be advisable, within a reasonably short time after sale of the Shares acquired under the Plan, for you to repatriate the sale proceeds to a personal bank account in Russia. You are responsible for ensuring compliance with all currency control laws in Russia in relation to participation in the Plan; note that your foreign accounts may also be subject to reporting to the Russian tax or banking authorities.

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Singapore Securities Law Notice. This offer and Shares to be issued hereunder shall be made available only to an employee of the Company or its subsidiary, in reliance on the prospectus exemption set out in Section 273(1)(f) of the Securities and Futures Act (Chapter 289) of Singapore (“the “SFA”) and is not made with a view to the Shares so issued being subsequently offered for sale or sold to any other party in Singapore. You understand and acknowledge that this Agreement and/or any other document or material in connection with this offer and the Shares thereunder have not been and will not be lodged, registered or reviewed by the Monetary Authority of Singapore. Any and all Shares to be issued hereunder shall therefore be subject to the general resale restriction under Section 257 of the SFA, and you undertake not to make any subsequent sale in Singapore, or any offer of sale in Singapore, of any of the Shares (received upon Vesting of this offer), unless that sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) other than Section 280 of the SFA.

Director Reporting. If you are a director or shadow director of the Company or a subsidiary of the Company, you may be subject to special reporting requirements with regard to the acquisition of Shares or rights over Shares. Please contact your personal legal advisor for further details if you are a director or shadow director.

Exit Tax / Deemed Exercise Rule. If you have received an Award in relation to your employment in Singapore, please note that if, prior to the Vesting of your Award, you are (1) a permanent resident of Singapore and leave Singapore permanently or are transferred out of Singapore; or (2) neither a Singapore citizen nor permanent resident and either cease employment in Singapore or leave Singapore for any period exceeding 3 months, you will likely be taxed on your unvested Award on a “deemed exercise” basis, even though your Award has not yet vested. You should discuss your tax treatment with your personal tax advisor.

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South Africa Securities Law Notice This is an offer of Restricted Stock Units (“RSUs”) over Shares in Alcon Inc. (“Alcon”). You have been provided full particulars of the nature of the Award with this offer, but the relevant documents may also be accessed here:

·The Plan — [Insert URL]; ·The Plan Prospectus — [Insert URL] [(login required)]; and ·The Agreement (of which this Addendum is a part) — [Insert URL] [(login required)].

Participation in the Plan and acquiring Shares in Alcon carries inherent risks. You should carefully consider these risks in light of your investment objectives and personal circumstances. Any advice given to you in connection with the RSUs is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the Plan.

Alcon Shares give you a stake in the ownership of Alcon. You may receive a return if dividends or dividend equivalents are paid. If Alcon runs into financial difficulties and is wound up, shareholders will only be paid after all creditors have been paid. You may lose some or all of your Share value.

In particular, Alcon’s most recent Annual Report (Form 20-F) is available to you at https://investor.alcon.com (“Investor Relations”) and includes information about Alcon’s business and its recent profit history. Any material changes to this information are disclosed on Form 6-K filings, which will also be available to you on the Investor Relations site Sale Reporting and Liability for Taxes By accepting the Award, you agree that, immediately upon Vesting of the Award, you will notify the Company and your employer of the amount of any gain realized. If you fail to advise the Company and your employer of the gain realized upon Vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Company or your employer.

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Exchange Control Information

Any cross-border fund transfers you make, e.g., to purchase Shares (if applicable) or to receive proceeds from the sale of any Shares, are subject to the requirements of the South African Reserve Bank (the “SARB”).  Assuming you are a taxpayer in good standing and over the age of 18 years, you are allowed certain foreign investment allowances and to partake in share incentive or share option schemes offered by foreign parent companies.  However, you may be required to complete certain forms for the SARB, the tax authorities, and/or the Authorized Dealer at your commercial bank, or certain other approvals may be required. Please note that the Company is not responsible for obtaining or completing any such forms or approvals on your behalf.

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Spain

Foreign Ownership Reporting. If you are a Spanish resident, your acquisition, purchase, ownership, and/or sale of foreign-listed stock may be subject to ongoing annual reporting obligations with the Dirección General de Politica Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia, the Bank of Spain, and/or the tax authorities. These requirements change periodically, so you should consult your personal advisor to determine the specific reporting obligations. Currently, you must declare the acquisition of Shares to DGPCIE for statistical purposes. You must also declare the ownership of any Shares to the DGPCIE each January while the Shares are owned. The relevant forms are Form D6 and, depending on the amount of assets, Form D8. In addition, if you perform transactions with non-Spanish residents or hold a balance of assets and liabilities with foreign parties higher than EUR 1,000,000, you may be required to report such transactions and accounts to the Bank of Spain. The frequency (monthly, quarterly or annually) of the notification will vary depending on the total value of the transactions or the balance of assets and liabilities. If you hold assets or rights outside of Spain (including Shares acquired under the Plan), you may also have to file Form 720 with the tax authorities, generally if the value of your foreign investments exceeds €50,000. Please note that reporting requirements are based on what you have previously disclosed and the increase in value and the total value of certain groups of foreign assets.

Taiwan

Foreign Exchange Restrictions. You may convert foreign currency (including proceeds from the sale of Shares) into NTD for inward remittance to Taiwan or convert NTD into foreign currency for outward remittance from Taiwan of up to US $5,000,000 per year. If this threshold is exceeded, you may be required to apply for an approval from the Central Bank of China (“CBC”). In the event that the remittance amount is US $500,000 or more, you may be required to provide supporting documentation to the satisfaction of the remitting bank.  Please also note that if the conversion amount is NT $500,000 or more in a single transaction, it should be declared on a CBC-prescribed form, but this is typically a standard procedure managed by the local bank handling the transaction. The above monetary limits do not apply to the extent you retain USD in your foreign currency account at a bank in Taiwan.

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Thailand	Foreign Exchange Information. Dividends and sale proceeds under $50,000 may be retained in your individual account in the United States.  Please note that dividends (if any) received from foreign stock and all proceeds from the sale of such stock exceeding $50,000 in value must be remitted to Thailand immediately and must then be deposited or converted into Thai Baht with a commercial bank in Thailand within 360 days of receipt in Thailand, according to Ministerial Regulation No. 26 and the relevant notifications issued under the Currency Exchange Control Act.  If the dividends or sale proceeds total $50,000 or more, you will be required to comply with the relevant requirements of the Bank of Thailand, for example, to provide information regarding the source of such income to the authorized bank. If you do not comply with this obligation, you may be subject to penalties assessed by the Bank of Thailand.
Turkey	Foreign Ownership and Exchange Control Information. Any cross-border fund transfers you make, e.g., to purchase Shares or to receive proceeds from the sale of any Shares, are subject to the requirements of the Central Bank of the Republic of Turkey. Under certain circumstances, you may be required to report the acquisition, ownership, or disposal of Shares under the Plan to the Ministry of Economy and Undersecretariat for the Treasury within 3 months following such acquisition or disposal, and to the Ministry of Economy by updating the information and explanations on the notification form within 3 months following each calendar year. You should consult with your personal advisor to ensure that you are properly complying with the exchange control regulations.
Ukraine	Foreign Account and Exchange Control Information. Ukrainian citizens and qualified foreign nationals who are treated as residents of Ukraine for currency regulation purposes should be able to open and maintain accounts abroad for purposes of participating in the Plan. However, it is your responsibility to confirm and comply with all requirements imposed by the National Bank of Ukraine.

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United Arab Emirates Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in cash and not, in whole or in part, in the form of Shares.

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United Kingdom Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash.

Withholding of Tax.  The following supplements Section 8 of the Agreement: If payment or withholding of the Tax-Related Items is not made within ninety (90) days of the end of the UK tax year in which the event giving rise to the Tax-Related Items occurs (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items will constitute a loan owed by you to the Employer, effective on the Due Date.  You agree that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Agreement.  Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for such a loan to cover the Tax-Related Items.  In the event that you are a director or executive officer and the Tax-Related Items are not collected from or paid by you by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to you on which additional income tax and national insurance contributions will be payable.  You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

HMRC National Insurance Contributions.  The following supplements Section 8 of the Agreement: You agree that: (a)Tax-Related Items within Section 8 of the Agreement shall include any secondary class 1 (employer) National Insurance Contributions that: (i)any employer (or former employer) of yours is liable to pay (or reasonably believes it is liable to pay); and (ii)may be lawfully recovered from you; and (b)if required to do so by the Company (at any time when the relevant election can be made) you shall: (i)make a joint election (with the employer or former employer) in the form provided by the Company to transfer to you the whole or any part of the employer’s liability that falls within Section 8 of the Agreement; and (ii)enter into arrangements required by HM Revenue & Customs (or any other tax authority) to secure the payment of the transferred liability.

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Vietnam Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in cash and not, in whole or in part, in the form of Shares.

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David J. Endicott

Chief Executive Officer

As global leader in eye care, we have a significant responsibility to our shareholders to provide a fair return on their investment as well as increased value over time. Alcon associates, like you, continuously deliver outstanding products, services and solutions to help people see better and uphold our responsibility to provide consistent long-term success.

We have adopted the Alcon Long Term Incentive Plan (the “Plan”), which allows us to recognize associates who contribute to the future growth and profitability of the Company. Pursuant to the terms of the Plan, I am pleased to inform you that you have been granted the Long Term Incentive Plan award detailed on the following pages!

Once you have read through the Grant Notice and the attached Performance Stock Unit Award Agreement, you can accept or decline the award by following the appropriate link in your stock plan account. You are encouraged to print a copy of the materials from the web site for your records.

Congratulations on your award and thank you for all that you continue to do to drive our success in mission to help people see better.

Sincerely,

David J. Endicott

Alcon Inc.

Long Term Incentive Plan

Grant Notice — Performance Stock Unit Award

Participant:	[First Name / Surname]
Unique Employee ID:	[Employee ID]
Date of Award:	[dd/mm/yyyy]
Award:	An award of Performance Stock Units giving the Participant a right to receive ordinary shares (the “Shares”) of Alcon Inc. (the “Company”) on or after the Vesting Date if certain Performance Conditions are met.
Number of Target Performance Stock Units Awarded:	[xxx]
Performance Period:	[dd/mm/yyyy] - [dd/mm/yyyy]
Vesting Conditions and Performance Conditions:	[Appendix B hereto sets out the performance condition(s) (each, a “Performance Condition”) which are to be used to determine the satisfaction of the Vesting Condition[s] governing the Award. The achievement of the Performance Condition(s) will be measured over the Performance Period. Such Performance Conditions and the extent to which they have been achieved shall be determined by the Board of Directors of the Company or a committee appointed by such Board, in its sole discretion. Appendix B will be separately provided by the Company to the Participant listed above.
	The number of Shares to be earned under this Award will be based on achievement of the Performance Conditions [between threshold and target, or between target and maximum, as determined in accordance with the applicable performance curve(s) set forth in Appendix B hereto.]]

Settlement of Award: Shares (or cash as specified in the Plan and Performance Stock Unit Award Agreement) will be transferred to the Participant as specified in the Award Agreement.

You are being granted an Award, under the Alcon Long Term Incentive Plan, of the above number of Performance Stock Units.

If you wish to keep the Award, you must agree to the terms and conditions outlined in the following Performance Stock Unit Award Agreement (including any Country-Specific Appendix A hereto).

By accepting the Award, you acknowledge and agree that the Award is subject to the substantive provisions of the Plan and the attached Performance Stock Unit Award Agreement.

The Plan is available [Insert location].

You should note, however, that in the event of any conflict between the terms of this Grant Notice and the Plan, the Plan will prevail.

I HEREBY AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THE PLAN, IN THIS GRANT NOTICE AND IN THE ATTACHED PERFORMANCE STOCK UNIT AWARD AGREEMENT.

DATED [Date of Award]

Signed Electronically [First Name / Surname]

[Date stamp]

ATTACHMENT I

ALCON INC.

LONG TERM INCENTIVE PLAN

PERFORMANCE STOCK UNIT AWARD AGREEMENT

Pursuant to the Award Grant Notice — Performance Stock Units Award with a Date of Award of [Insert date] (the “Grant Notice”) and this Performance Stock Unit Award Agreement (the “Agreement”) and in consideration of your services, Alcon Inc. (the “Company”) has awarded you a Performance Stock Unit Award (the “Award”) under its Long Term Incentive Plan Adopted on April 9, 2019 (the “Plan”) for the number of Performance Stock Units indicated in the Grant Notice.  Defined terms not explicitly defined in this Agreement or in the Grant Notice shall have the same meanings given to them in the Plan.  In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control.

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1.GRANT OF THE AWARD.  Subject to adjustment and the terms and conditions as provided herein and in the Plan, this Award represents the right to be issued on a future date (i) one Share for each Performance Stock Unit that becomes Vested, or (ii) as determined by  the Board pursuant to Rule 5.10 of the Plan, an amount of cash per Performance Stock Unit with a value equal to the Market Value of a Share that would have been transferred to the Participant with respect to such Vested portion of the Performance Stock Unit.  This Award was granted in consideration of your services to the Company or a related entity.  Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past or future services to the Company) with respect to your receipt of the Award, the Vesting of the Shares or the delivery of the underlying Shares.

2.VESTING.  Subject to the limitations contained herein, your Award shall Vest as provided in the Grant Notice or as set forth in the Plan, including but not limited to the Rule 7 entitled “Special Termination Reasons” in the Plan and Rule 8 entitled “Corporate Events” in the Plan. [Insert any exceptions to the rules, if applicable.] For the avoidance of doubt, in the event of death or Disability, all Performance Stock Units will vest at the target amount and all Performance Conditions will be deemed satisfied.   Any Performance Stock Units that have not Vested in accordance with such terms and conditions of shall be forfeited upon the Termination of Employment, subject to the terms and conditions of the Plan, the Grant Notice and this Agreement.

For the avoidance of doubt and for purposes of this Award only, the date of your Termination of Employment will be deemed to occur as of the date determined by the Board (except, in certain circumstances at the sole discretion of the Company, to the extent you are on a Company-approved leave of absence) and will not be extended by any notice period or “garden leave” that may be required

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contractually or under applicable laws, unless otherwise determined by the Company in its sole discretion.

3.NUMBER OF PERFORMANCE STOCK UNITS AND ORDINARY SHARES.

(a)The Performance Stock Units subject to your Award may be adjusted from time to time as determined by the Board for corporate events described in Rule 8 of the Plan.

(b)Any additional Performance Stock Units and any Shares, cash or other property that become subject to the Award pursuant to this Section 3 shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Performance Stock Units and Shares covered by your Award.

(c)[If your Employment terminates as a result of Retirement and such Retirement occurs within one (1) year following the Grant Date, then the number of Performance Stock Units subject to this Agreement that vest based on the satisfaction of the Performance Conditions set forth in the Grant Notice shall be adjusted proportionally for the time during such one (1) year period that you remained an employee of the Company based on the completed full months of Employment during the Performance Period, rounded down to the nearest whole Share. [For example, if you are granted 180 Performance Stock Units and your Retirement occurs three months after the Grant Date, and 180 Performance Stock Units would have vested based on the satisfaction of the Performance Conditions, then only 15 Performance Stock Units will vest (180 x 3/36) and the balance of the Performance Stock Units would be cancelled. If your Employment terminates as a result of Retirement on or after the one (1) year anniversary of the Grant Date, no such adjustment will be made.] [Example to be modified based on length of performance period.]]

(d)[If your Employment terminates as a result of one of the reasons set forth in Rule 7.5, then the number of Performance Stock Units subject to this Agreement that vest based on the satisfaction of the Performance Conditions set forth in the Grant Notice shall be adjusted proportionally for the time during the Performance Period that you remained an employee of the Company based on the completed full months of Employment during the Performance Period, rounded down to the nearest whole Share. [For example, if you are granted 180 Performance Stock Units and your Employment terminates as a result of one of the reasons set forth in Rule 7.5, one year after the Grant Date and 180 Performance Stock Units would have vested based on the satisfaction of the Performance Conditions, then only 120 Performance Stock Units would vest (180 x 12/36) and the balance of the Performance Stock Units would be cancelled.] [Example to be modified based on length of performance period.]]

(e)Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional Shares shall be created pursuant to this Section 3.  Any fraction of a Share (or payment of cash with respect thereto) will be rounded down to the nearest whole Share.

4.TRANSFERABILITY.  Prior to the time that Shares have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the Shares in respect of your Award.  For example, you may not use Shares that may be issued in respect of your Performance Stock Units as security for a

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loan, nor may you transfer, pledge, sell or otherwise dispose of such Shares.  This restriction on transfer will lapse upon delivery to you of Shares in respect of your vested Performance Stock Units.  Your Award is not transferable, except by will or by the laws of descent and distribution, subject to applicable laws.  Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Shares pursuant to this Agreement and nothing shall bar the transfer of an award in the event of divorce if required by applicable law..

5.ISSUANCE OF SHARES.

(a)Subject to the satisfaction of the Tax-Related Items set forth in Section 8 of this Agreement, in the event one or more Performance Stock Units vests, the Company shall issue to you (i) one Share for each Performance Stock Unit that vests, or (ii) as determined by the Board pursuant to Rule 5.8 of the Plan, an amount of cash per Performance Stock Unit with a value equal to the Market Value of a Share that would have been transferred to you with respect to such vested portion of the Performance Stock Unit.  All such Shares shall be settled as soon as practicable following the earlier of (i) a Termination of Employment due to death or Disability or (ii) the end of the Performance Period but in no event later than 60 days following the applicable event.  In addition, in the case of United States Participants if the 60-day period crosses two calendar years, the payment will be made in the second calendar year. In the case of United States Participants, any Termination of Employment that is due to one of the “Special Termination Reasons” in Rule 7 must constitute a “separation from service” under Code Section 409A.

(b)Any Shares issued to you may be in electronic form, at the election of the Company.

(c)You understand and agree that, unless otherwise permitted by the Company, any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require you to provide to such entity certain information regarding the transaction.  Moreover, you understand and agree that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value.  You understand that neither the Company nor any subsidiary or affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any subsidiary or affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Award (or the calculation of income or Tax-Related Items thereunder).

6.DIVIDENDS.  If a cash dividend is declared on the Shares of the Company, you will be credited with a dividend equivalent in an amount of cash equal to the product of (x) the number of Performance Stock Units held by you as of the dividend record date and (y) the amount of the cash dividend paid per Share.  Such dividend equivalent shall be paid if and when the underlying Performance Stock Units vest and are settled.  If a Share dividend is declared on the Shares, you will be credited with a dividend equivalent in an amount of Shares equal to the product of (x) the number

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of Performance Stock Units held by you as of the dividend record date and (y) the amount of the Share dividend distributed per Share.  Such dividend equivalents shall be settled if and when the underlying Performance Stock Units vest and are settled, rounded down to the nearest whole Share.  Dividend equivalents shall not accrue interest prior to the date of payment or settlement, as applicable.  For purposes of clarity, no dividend equivalents shall be credited with respect to any Performance Stock Units that are settled or terminated prior to the applicable dividend record date.

7.RESTRICTIVE LEGENDS.  The Shares issued under your Award shall be endorsed with appropriate legends as determined by the Company.

8.WITHHOLDING OBLIGATIONS.

(a)As a condition to the grant, Vesting and settlement of this Award and (without limiting the scope of this Rule 8) as further set forth in Rule 10.6 of the Plan, you hereby agree to make adequate provision for the satisfaction of (and will indemnify the Company and any subsidiary or affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments, if any (“Tax-Related Items”), which arise upon the grant, Vesting or settlement of this Award, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with this Award or the Shares, by withholding all or a portion of any Shares that otherwise would be issued to the Employee upon settlement of the vested Performance Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the applicable Fair Market Value on the trading day immediately before the applicable event giving rise to the Tax-Related Items. Furthermore, the Employee agrees to pay the Company or the Affiliate any Tax-Related Items that cannot be satisfied by the foregoing methods. Regardless of any action the Company or any subsidiary or affiliate takes with respect to any or all applicable Tax-Related Items, you acknowledge and agree that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed any amount actually withheld by the Company or any subsidiary or affiliate.  You further acknowledge and agree that you are solely responsible for filing all relevant documentation that may be required in relation to this Award or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any subsidiary or affiliate pursuant to applicable law), such as but not limited to personal income tax returns or reporting statements in relation to the grant, Vesting or settlement of this Award, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends.  You further acknowledge that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.  You also understand that applicable laws may require varying Share or Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of you under applicable laws.  Further, if you have become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company or any subsidiary or affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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(b)Unless the Tax-Related Items of the Company and/or any subsidiary or affiliate are satisfied and any other requirements or restrictions that may be imposed by the Company to comply with applicable laws or facilitate administration of the Plan are also satisfied, the Company shall have no obligation to deliver to you any Shares.  Furthermore, you understand that the applicable laws of the country in which you are residing or working at the time of grant, Vesting, and/or settlement of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of this Award, and neither the Company nor any subsidiary or affiliate assumes any liability in relation to this Award in such case.

(c)In the event the Company’s obligation for Tax-Related Items arises prior to the delivery to you of Shares or it is determined after the delivery of Shares to you that the amount of the Company’s obligation for Tax-Related Items was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

9.SECURITIES LAW COMPLIANCE.  You may not be issued any Shares under your Award unless either (i) the Shares are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”); or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

10.TAX CONSEQUENCES.  To the extent applicable, this Award is intended to comply with Code Section 409A, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original Vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation on you in respect of the Shares under Code Section 409A; provided, however, that if you die prior to the day following the expiration of such six (6) month period, such six (6) month plus one day period shall be replaced by the date of the Company’s first regular payroll period following the date of your death.  Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). However, the Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award.  You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

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11.AWARD NOT A SERVICE CONTRACT.  Your Award is not an employment or service contract, and nothing in your Award will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a subsidiary or affiliate, or of the Company or a subsidiary or affiliate to continue your employment for any particular period of time.  In addition, nothing in your Award will obligate the Company or a subsidiary or affiliate, their respective shareholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or a subsidiary or affiliate. This Agreement shall not interfere in any way with the right of the Company or any subsidiary or affiliate to terminate your employment or service at any time, subject to applicable laws.

12.NATURE OF GRANT.  In accepting the grant of this Award, you acknowledge the following:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time in accordance with the Plan.

(b)The grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.

(c)All decisions with respect to any future awards, if any, will be at the sole discretion of the Company.

(d)You are voluntarily participating in the Plan.

(e)This Award and the Shares subject to this Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any subsidiary or affiliate and which, if you are an Employee, is outside the scope of your employment contract, if any.

(f)This Award and the Shares subject to this Award are not intended to replace any pension rights or compensation and not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(g)If you are an Employee, in the event that your employer is not the Company, this Agreement will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the Award grant will not be interpreted to form an employment contract with your employer (“Employer”) or any subsidiary or affiliate of the Company.

(h)In consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or any of the Shares acquired pursuant to the Award resulting from termination of your employment by the Company

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or your Employer or termination of service, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and you irrevocably release your Employer, the Company and its Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed to have irrevocably waived your entitlement to pursue such claim.

13.DATA PRIVACY.

(a)You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your Personal Data (as described below) by and among, as applicable, the Company and any subsidiary or affiliate or third parties as may be selected by the Company, for the exclusive purpose of implementing, administering, and managing your participation in the Plan.  You understand that refusal or withdrawal of consent will affect your ability to participate in the Plan; without providing consent, you will not be able to participate in the Plan or realize benefits (if any) from the Award.

(b)You understand that the Company and any subsidiary or affiliate or designated third parties may hold personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security or social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any subsidiary or affiliate, details of all Awards or Shares awarded, canceled, vested, unvested or outstanding in your favor (“Personal Data”).  You understand that Personal Data may be transferred to any subsidiary or affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the subsidiary or affiliate that is your employer and its payroll provider.

(c)You should also refer to the appropriate employee and data privacy policies provided by Alcon from time to time for more information regarding the collection, use, storage, and transfer of your Personal Data.

14.APPENDIX A.  The Company reserves the right to impose other requirements on your participation in the Plan, on this Award and the subject to this Award and on any other award or Shares acquired under the Plan, or take any other action, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws or facilitate the administration of the Plan.  You agree to sign any additional agreement or undertaking that may be necessary to accomplish the foregoing.  Furthermore, you acknowledge that the applicable laws of the country in which you are residing or working at the time of grant, Vesting and settlement of the Award or the ownership or sale of Shares received pursuant to the Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject you to additional procedural or regulatory

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requirements that you are and will be solely responsible for and must fulfill.  Such requirements, and other general terms under the Plan and applicable to the Award, may be outlined in but are not limited to Appendix A (the “Appendix A”) attached hereto, which forms part of this Agreement.  Notwithstanding any provisions in this Agreement, the Award shall be subject to any special terms and conditions set forth in the Appendix A.  Moreover, if you work, reside, move to, or otherwise are or become subject to applicable laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to you as from the date of grant, unless otherwise determined by the Company in its sole discretion. The Appendix A constitutes part of this Agreement.

15.NOTICES.  Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five days after deposit in the [United States] [modify if other non-U.S. jurisdiction is applicable] mail, postage prepaid, addressed to you at the last address you provided to the Company.  Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to your current or future participation in the Plan, this Award, any Shares, or any other Company-related documents by electronic means.  By accepting this Award, whether electronically or otherwise, you hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.  To the extent you have been provided with a copy of this Agreement, the Plan, or any other documents relating to this Award in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.

16.GOVERNING PLAN DOCUMENT AND LAW.  Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of Switzerland, under express exclusion of any provisions of conflict of laws.  The Board may resolve conclusively all questions of fact or interpretation concerning this Agreement and has the authority to resolve any dispute of any kind that arises under or in connection with this Agreement. In the event a dispute escalates to require resolution by a court, the dispute will exclusively be resolved by the Courts of Fribourg, Switzerland.

17.VOTING RIGHTS; UNSECURED OBLIGATION.  You will not have voting or any other rights as a shareholder of the Company with respect to the Shares to be issued pursuant to this Award until such Shares are issued to you.  Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Shares or other property pursuant to this Agreement.  Nothing contained in this Agreement, and

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no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

18.SEVERABILITY.  If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Rule of this Agreement (or part of such a Rule) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Rule or part of a Rule to the fullest extent possible while remaining lawful and valid.

19.MISCELLANEOUS.

(a)The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.  In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell Shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.  You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d)You acknowledge and agree that you have reviewed your Award Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(e)This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(f)All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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Appendix A

ADDITIONAL GENERAL AND COUNTRY-SPECIFIC TERMS AND CONDITIONS

This Appendix A includes additional general and country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may be material to your participation in the Plan.  Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if you move to or otherwise are or become subject to the applicable laws or company policies of the country listed.  However, because foreign exchange regulations and other local laws are subject to frequent change, you are advised to seek advice from your own personal legal and tax advisor prior to accepting or exercising an Award or holding or selling Shares acquired under the Plan.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your acceptance of the Award or participation in the Plan.  Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Grant Notice and the Performance Stock Unit Award Agreement (“Agreement”). This Appendix A forms part of the Agreement and should be read in conjunction with the Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States or Switzerland.  The Performance Stock Unit Award Agreement (of which this Appendix A is a part), the Grant Notice, the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in your jurisdiction.

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European Union and Switzerland

Data Privacy. Where you are a resident of the EU or Switzerland, the following provision applies and supplements Section 13 of the Performance Stock Unit Award Agreement: You understand and acknowledge that: ·The data controller is the Company; queries or requests regarding your Personal Data should be made in writing to the Company’s representative relating to the Plan or Award matters, who may be contacted at: ask.comp@alcon.com or via postal mail to Alcon HR - Global Rewards Operations, 6201 South Freeway, Fort Worth, TX US 76134; ·The legal basis for the processing of Personal Data is that the processing is necessary for the performance of a contract to which you are a party (namely, the Grant Notice and Agreement); ·Personal Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan; ·You may, at any time, access your Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data without cost or exercise any other rights you may have in relation to your Personal Data under applicable law, including the right to make a complaint to an EU data protection regulator.

Argentina

Foreign Ownership and Exchange Restrictions. If your foreign-held assets, including Shares received under the Plan, exceed US $1 million, you may be subject to annual reporting to the Central Bank. Regardless of your foreign holdings, US dollar proceeds from the sale of Sales by a participant, when remitted to Argentina, are subject to conversion to Argentine pesos at applicable exchange rates, as well as relevant regulations of the Central Bank. Depending on the amount, you may also be required to file certain documentation of the sale with the local bank or otherwise place the funds in a non-interest-bearing US dollar-denominated mandatory deposit account for a holding period of 365 days. As the foreign asset and exchange control regulations may change, it is your responsibility to comply with any applicable requirements. Please confirm the foreign exchange requirements with your local bank before any transfer of funds into or out of Argentina.

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Australia	Settlement. Notwithstanding any discretion in the Plan, the Grant Notice or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash.
Austria	Foreign Ownership Reporting. If you are an Austrian national who owns securities in foreign deposits, you must file an annual notification with the Austrian National Bank if the value of the securities in foreign deposits exceeds EUR 5 million or equivalent at the end of the year. If the value of these securities in foreign deposits exceeds EUR 30 million or equivalent at the end of a quarter, then these notifications shall be made quarterly.
Bangladesh	Exchange Control Information All foreign exchange transactions must be carried out through an Authorized Dealer. Bangladeshi Residents who want to sell Shares issued by the Company, must first apply to Bangladesh Bank for prior permission and the application must be made through an Authorized Dealer. Further, you must repatriate any proceeds from the sale of Shares acquired under the Plan to Bangladesh unless otherwise permitted by the relevant authorities.
Belgium	Foreign Ownership Reporting. If you are a resident of Belgium, you will be required to submit an annual form declaring your income or assets (including shares acquired under an employee share plan) held outside of Belgium to the National Bank of Belgium. The reporting should be completed prior to filing your annual Belgian income tax return.
Brazil	Foreign Ownership Reporting. If you are a resident of Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil (“BACEN”) if the aggregate value of such assets and rights (including any performance stock units, capital gain, dividend or profit attributable to such assets) is equal to or greater than US $100,000 or equivalent as of each December 31st. The reporting is done via an online form (“Declaração de Capitais Brasileiros no Exterior” or “DCBE”) and usually should be completed in April in relation to the prior fiscal year. Quarterly reporting is also required if the assets held abroad exceed US $100,000,000 or equivalent at the end of each quarter. However, please confirm the annual and

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	quarterly reporting deadlines with BACEN, as they are periodically updated, and noncompliance is potentially subject to certain penalties.
Bulgaria	Foreign Ownership and Exchange Control Information. You will be required to file statistical forms with the Bulgarian National Bank by March 31st each year regarding your income in foreign bank accounts and any Shares held abroad if the total sum of all holdings is at least BGN 50,000 as of the previous calendar year-end. In addition, if you receive a payment related to the Plan in excess of BGN 100,000 into a bank account in Bulgaria, the local bank receiving the transfer of funds may for statistical purposes require you to provide certain information regarding the source of the income upon such transfer or within 30 days thereof. You should contact your bank in Bulgaria for additional information regarding these requirements.
Canada	Securities Law Notice. The security represented by the Award was issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. You acknowledge that as long as the Company is not a reporting issuer in any jurisdiction in Canada, the Award and the underlying Shares will be subject to an indefinite hold period in Canada and subject to restrictions on their transfer in Canada. Subject to the terms and conditions of the Agreement and applicable securities laws, you are permitted to sell Shares acquired through the Plan through a designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canada via the stock exchange on which the Shares are traded. Settlement in Shares Only. Notwithstanding any discretion in the Plan, the Grant Notice or Agreement to the contrary, settlement of the Award shall only be made in Shares issued by the Company from treasury and not, in whole or in part, in the form of cash or other consideration. Employee Tax Treatment. For Canadian federal income tax purposes, the Award is intended to be treated as an agreement by the Company to sell or issue Shares to the Employee and, as such, is intended to be subject to the rules in section 7 of the Income Tax Act (Canada). Under those rules, the Employee will be considered to have received an employment benefit at the time of settlement of the vested Award equal to the full value of the Shares received, which amount will be taxed as employment income and will be subject to withholding at source.

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Foreign Share Ownership Reporting. If you are a Canadian resident, your ownership of certain foreign property (including shares of foreign corporations) in excess of $100,000 may be subject to ongoing annual reporting obligations. Please refer to CRA Form T1135 (Foreign Income Verification Statement) and consult your tax advisor for further details. Quebec: Consent to Receive Information in English. The following applies if you are a resident of Quebec: The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Chile

Securities Law Information. Neither the Company nor the Shares are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendency of Securities (“CMF”). This offer is being made as of the Grant Date described in this Agreement and is subject to Norma de Carácter General Rule No. 336 (“NCG 336”). Pursuant to General Rule 336, no public offering of securities is being made, and the Company under no obligation to provide any disclosure or other information regarding the Shares in Chile. Note the Shares cannot be subject to public offering in Chile while they are not registered with the CMF. Exchange Control Information. While there is uncertainty whether the acquisition of Shares under the Plan qualifies as an “investment” that would be subject to reporting under the foreign exchange regulations issued by the Central Bank of Chile, if the value of the Shares exceeds US$10,000, the Shares and transaction details generally should be communicated to the Central Bank of Chile within 10 days of the relevant transaction. You should complete Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank. Further, if your aggregate investments held outside Chile exceeds US $5,000,000 (including Shares received under the Plan), you must report quarterly to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

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China The following applies to employees in the People’s Republic of China: Foreign Exchange Requirements and SAFE Conditions. Notwithstanding the “Vesting Schedule” set forth in the Grant Notice, please note that due to the current foreign exchange restrictions in the People’s Republic of China as overseen by the State Administration of Foreign Exchange (the “SAFE”), it is not possible for the Award to be settled in a legally compliant manner at this time. The noncompliant settlement of the Award, as well as subsequent actions concerning Shares underlying this Award and any sale proceeds, could potentially subject you and/or the Company and/or any subsidiary of the Company, or other affiliated entity to sanctions by the SAFE. Therefore, in addition to the “Vesting Schedule” set forth in the Grant Notice, this Award may not be settled until after the following conditions (collectively, the “SAFE Conditions”) are met: 1) an initial public offering of the Company’s securities; 2) approval of the Plan and this Award are received from the SAFE; and 3) the completion or implementation of any other filings or administrative processes as may be required or imposed by the SAFE, the Company, or applicable laws. This means that if the Award expires prior to the completion of such SAFE Conditions, you will not be permitted to settle the Award, including any vested portion. In such case, you will have no rights or interest in the Award or the Shares underlying the Award, nor will you be entitled to any compensation, amount, benefit, property, or securities in lieu of the ability to exercise the option or any interest in the Award. In addition, the SAFE may require that you be an employee of the Company or a subsidiary of the Company for purposes of satisfying any continuous service status or other requirement under the SAFE Conditions at the time of Vesting or otherwise. However, this does not guarantee any right to employment, nor is the Company or any subsidiary of the Company obligated to provide for employment such that the SAFE Conditions can be fulfilled. Furthermore, pursuant to “Other Requirements” clause of this Appendix A, other requirements or restrictions may also be imposed on you, the Award, or the Shares in order for the SAFE Conditions to be met and for the Award to otherwise comply with applicable laws. Such requirements or restrictions may include, but are not limited to, the forced sale of Shares, mandatory and immediate repatriation of any sale proceeds to China (through an account specifically designated and held by the Company or a subsidiary of the Company), foreign exchange conversions at a time or rate designated by the Company, special procedures for the withholding or payment of Tax-Related

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Items, and/or certain reporting requirements.

Colombia

Foreign Ownership Reporting. Prior approval from a government authority is not required to hold foreign securities or to receive an equity award. However, if the value of foreign investments, including the value of any equity awards, equals or exceeds US $500,000, such investments must be registered with the Colombian Central Bank by June 30th of each year. Colombian residents may hold foreign investments without any government approval. However, investments held abroad (including Shares) must be registered with the Central Bank of Colombia (Banco de la República) if the aggregate investments held by an individual (as of December 31 of the applicable calendar year) equal or exceed the equivalent of US $500,000. The Participant will need to register the foreign investment with the Central Bank only if the accumulated financial investments held abroad at the year-end are equal to or exceed the equivalent of US $500,000. The Participant must register by filing a Form No. 11 and submitting it to Señores, Banco de la República, Atn: Jefe Sección Inversiones, Departamento de Cambios Internacionales, Carrera 7 No. 14 - 18, Bogotá, Colombia by June 30 of the following year. Upon sale or other disposition of investments (including Shares) that have been registered with the Central Bank, the registration with the Central Bank must be cancelled no later than March 31 of the year following the sale or disposition (or a fine of up to 200% of the value of the infringing payment may apply).

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Denmark

Employer Statement. If you are subject to the Danish Stock Option Act, your participation in the Plan is also subject to the Danish Employer Statement, which has been provided to you separately and may also be obtained by contacting ask.comp@alcon.com or via postal mail to Alcon HR - Global Rewards Operations, 6201 South Freeway, Fort Worth, TX US 76134. By accepting your grant, you acknowledge that you have received and agree to the Danish Employer Statement. Foreign Account Reporting. Danish resident holders of non-Danish bank accounts or accounts with non-Danish brokers should submit certain forms to the Danish tax authorities: Erklæring V regarding shares deposited with a non-Danish bank or broker (https://www.skat.dk/SKAT.aspx?oId=90030) Erklæring K regarding money deposited with a non-Danish bank or broker (https://www.skat.dk/SKAT.aspx?oId=73344)

France

Foreign Ownership Reporting. Residents of France with foreign account balances in excess of EUR 1 million or its equivalent must report monthly to the Bank of France. Consent to Receive Information in English. Participant confirms he or she has read and understands the documents relating to this grant (the Plan and this Agreement) which were provided to Participant in the English language. Participant accepts the terms of those documents accordingly. Vous confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui vous ont été communiqués en langue anglaise. Vous en acceptez les termes en connaissance de cause. No Tax Qualification. This grant is not intended to be a tax-qualified award and is not granted under any Sub-Plan for French tax purposes. Accordingly, the relevant Vesting and termination provisions will be as stated in the Plan, Grant Notice and Agreement.

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Hong Kong

Securities Law Information. Warning: The PSUs and any Shares issued upon Vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its affiliates. The Plan, the PSU Agreement, including this Addendum, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable companies and securities legislation in Hong Kong and have not been registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. This Plan, the Agreement, and the incidental communication materials are intended only for the personal use of each eligible Participant and not for distribution to any other persons. If you have any questions about any of the contents of the Plan, the Agreement, including this Addendum, or other incidental communication materials, you should obtain independent professional advice.

India

Repatriation Requirement. You shall take all reasonable steps to repatriate to India immediately all foreign exchange received by you as a consequence of your participation in Alcon’s Plan and in any case not later than 90 days from the date of sale of the Shares so acquired by you under the Plan. Further, you shall in no case take any action (or refrain from taking any action) that has the effect of: (a)Delaying the receipt by you of the whole or part of such foreign exchange; or (b)Eliminating the foreign exchange in whole or in part to be receivable by you. Upon receipt or realization of the foreign exchange in India, including in relation to any dividend payments, you shall surrender the received or realized foreign exchange to an authorized person within a period of 180 days from the date of such receipt or realization, as the case may be. You will receive a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should keep the FIRC received from the bank where foreign currency is deposited in the event that the Reserve Bank of India, Alcon or your employer requests proof of repatriation.

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Indonesia	Exchange Control Information. If you remit proceeds from the sale of Shares into Indonesia, the Indonesian Bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of USD10,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is made is required to make the report, you must complete a “Transfer Report Form.” The Transfer Report Form will be provided to you by the bank through which the transaction is made. In addition, if you are an Indonesian resident, you may be required to provide the Indonesian Central Bank with information on foreign exchange activities. Indonesian residents may be subject to a monthly reporting obligation to the Bank of Indonesia which must be completed online through Bank of Indonesia’s website, no later than the 15th day of the following month. You should consult with your personal advisor to ensure that you are properly reporting your foreign exchange activities.
Ireland	Director Reporting. If you are a director or shadow director of the Company or related company, you may be subject to special reporting requirements with regard to the acquisition of Shares or rights over Shares. Please contact your personal legal advisor for further details if you are a director or shadow director. Settlement. Notwithstanding any discretion in the Plan, the Grant Notice or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash.
Israel	Responsibility for Tax. This Award will be subject to tax pursuant to the non-trustee route of Section 102(c) of the Israeli Income Tax Ordinance. If your employment is terminated, you will extend to the Company or the applicable affiliate a security or guarantee for the payment of Tax-Related Items due in respect of such Award as required under Section 102.

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Italy

Data Privacy Consent. Pursuant to the GDPR (General Data Protection Regulation - EU No. 2016/679) and to Legislative Decree No. 196/2003, the Controller of personal data processing is Alcon Inc., with registered offices at Rue Louis-d’Affry 6, 1701 Fribourg, Switzerland, and its Representative in Italy for privacy purposes is: Chiara Sellinger, Alcon Italia S.p.A., Viale Giulio Richard 1/B, Milano, IT I-20143. By accepting this Award, you agree to the following: I understand that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to the GDPR (General Data Protection Regulation - EU No. 2016/679) and to Legislative Decree No. 196/2003. The processing activity, including the communication and transfer of my Data abroad, including outside of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require my consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. I understand that the use of my Data will be minimized where it is not necessary for the implementation, administration and management of the Plan. I further understand that, pursuant to Sections 12 to 21 of the GDPR, I have the right to, including but not limited to, (i) access, (ii) delete, (iii) update, and (iv) ask for rectification of my Data, as well as to request, from the Controller, the (v) restriction of processing concerning my Data or to (vi) object to processing, as well as the right to (vii) “data portability”. Furthermore, I am aware that my Data will not be used for direct marketing purposes.

Japan

Securities Acquisition Report. If you acquire Shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through the Bank of Japan within 20 days of the acquisition of the Shares. Exit Tax. Please note that you may be subject to tax on your Award, even prior to Vesting, if you relocate from Japan if you (1) hold financial assets with an aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principle place of residence (jusho) or temporary place of abode (kyosho) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan. You should discuss your tax treatment with your personal tax advisor.

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Kazakhstan Exchange Control Information. Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you may be required to notify the National Bank of Kazakhstan if you acquire Shares under the Plan. In addition, the Kazakh Law on Currency Regulation requires currency repatriation. Therefore, if you sell your Shares, you must transfer the proceeds to an account with a Kazakh bank. As the exchange control regulations in Kazakhstan may change without notice, you should consult a legal advisor prior to the Vesting of your Award as well as repatriating the proceeds from the sale of your Shares to ensure compliance with the regulations.

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Malaysia Securities Law Notice. The grant of the Company’s equity awards in Malaysia constitutes or relates to an ‘excluded offer,’ ‘excluded invitation,’ or ‘excluded issue’ pursuant to Section 229 and Section 230 of the CMSA, and as a consequence no prospectus is required to be registered with the Securities Commission of Malaysia. The award documents do not constitute and may not be used for the purpose of a public offering or an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Securities Commission in Malaysia under the CMSA. Data Privacy. This provision supplements Section 13 of the Agreement: You hereby explicitly, voluntarily and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Appendix A and any other Award grant materials by and among, as applicable, the Employer (if different from the Company), the Company or any third parties authorised by the same in assisting in the implementation, administration and management of your participation in the Plan. You understand that the Company and the Employer (if different from the Company) may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, the fact and conditions of your participation in the Plan, details of all Awards or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The source of the Data is your Employer as well as information which you are providing to the Company and the Employer (if different from the Company) in connection with the Plan including this Appendix A. You also authorize any transfer of Data, as may be required, to the Company’s broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon Vesting of the Award are deposited. You acknowledge that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to your country, which may not give the same level of protection to Data. You understand that you may request a list with the names and addresses of any potential recipients of Data by contacting your local

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human resources representative. You authorize the Company, its broker, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing your participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing your local representative at ask.comp@alcon.com. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke consent, your employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing consent is that the Company would not be able to grant future Awards or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local representative.

Peserta dengan ini secara eksplisit, sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang diterangkan dalam Lampiran A dan apa-apa bahan geran Unit Saham Terbatas oleh dan di antara, seperti mana yang terpakai, Majikan(jika berlainan daripada Syarikat), Syarikat dan Anak-anak Syarikat yang lain atau Syarikat Sekutunya atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama dalam membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan.

Peserta memahami bahawa Syarikat dan Majikan(jika berlainan daripada Syarikat) mungkin memegang maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, nama Peserta, alamat rumah dan nombor telefon, tarikh lahir, nombor insurans sosial atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat mengenai penyertaan Peserta dalam Pelan, butir-butir tentang semua unit saham terbatas atau apa-apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Peserta (“Data”), untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Sumber Data adalah daripada Majikan

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Peserta dan juga maklumat dimana Peserta berikan kepada Syarikat dan Majikan(jika berlainan daripada Syarikat) berhubung dengan Pelan tersebut termasuk Lampiran A ini.

Peserta juga memberi kuasa mengenai apa-apa pemindahan Data, yang mungkin diperlukan, kepada broker Syarikat atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan siapa sahaja Saham yang diperolehi semasa peletakan hak Unit Saham Terbatas didepositkan. Peserta mengakui bahawa penerima -penerima ini mungkin berada di negara Peserta atau mana-mana tempat lain, dan bahawa negara penerima (contohnya di Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza dengan negara Peserta, dimana tahap perlindungan Data mungkin tidak sama. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta. Peserta memberi kuasa kepada Syarikat, brokernya, dan mana-mana penerima-penerima lain yang mungkin membantu Syarikat (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan mengurus penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil tempatan Pesertah ask.comp@alcon.com. Selanjutnya, Peserta memahami bahawa dia telah memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuan, status pekerjaan atau perkhidmatan dan kerjaya Peserta dengan Majikan tidak akan terjejas; satu-satunya akibat buruk jika tidak bersetuju atau menarik balik persetujuan adalah bahawa Syarikat tidak akan dapat memberikan Unit Saham Terbatas atau anugerah ekuiti yang lain kepada Peserta pada masa hadapan atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan persetujuan atau penarikan balik persetujuan, Peserta memahami

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bahawa dia boleh menghubungi wakil tempatannya.

Director Notification Obligation. If you are a director of the Company’s Malaysian subsidiary, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary in writing when you receive or dispose of an interest (e.g., an Award under the Plan or Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

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Mexico

Labor Law Acknowledgment. The invitation Alcon is making under the Plan is unilateral and discretionary and is not related to the salary and other contractual benefits granted to you by your employer; therefore, benefits derived from the Plan will not under any circumstance be considered as an integral part of your salary. Alcon reserves the absolute right to amend the Plan and discontinue it at any time without incurring any liability whatsoever. This invitation and, in your case, the acquisition of Shares does not, in any way, establish a labor relationship between you and Alcon, nor does it establish any rights between you and your employer. La invitación que Alcon hace en relación con el Plan es unilateral, discrecional y no se relaciona con el salario y otros beneficios que recibe actualmente de su actual empleador, por lo que cualquier beneficio derivado del Plan no será considerado bajo ninguna circunstancia como parte integral de su salario. Por lo anterior, Alcon se reserva el derecho absoluto para modificar o terminar el mismo, sin incurrir en responsabilidad alguna. Esta invitación y, en su caso, la adquisición de acciones, de ninguna manera establecen relación laboral alguna entre usted y Alcon y tampoco genera derecho alguno entre usted y su empleador.

Pakistan

Foreign Ownership and Exchange Control Information. You are responsible for ensuring compliance with all foreign ownership and exchange control laws in Pakistan in relation to your participation in the Plan. In particular, your ownership of foreign Shares, must be registered with the State Bank of Pakistan by completing and submitting Form V-96. Furthermore, you are required to immediately repatriate to Pakistan any cash received in relation to the Shares, including dividends (if any) or proceeds from the sale of the Shares. Under local law, such repatriation must be effectuated through authorized banking channels in Pakistan. You should consult with your personal advisor to ensure that you are properly complying with the exchange control regulations.

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Philippines	Securities Law Notice. This offering is subject to exemption from the requirements of registration with the Philippines Securities and Exchange Commission under Section 10.1 of the Philippines Securities Regulation Code. THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
Poland	Foreign Ownership Reporting. If you hold Shares acquired under the Plan or maintain a bank account abroad, you will have reporting duties to the National Bank of Poland. Specifically, if the aggregate value of Shares and cash held in such foreign accounts exceeds PLN 7,000,000, you must file reports on the transactions and balances of the accounts on a quarterly basis. Additional forms are required if you hold 10% or more of the voting rights in a foreign entity. You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting duties.
Russia	Securities Law Information. This Appendix A, the Grant Notice, the Agreement, the Plan and all other materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia. In no event will Shares be delivered to you in Russia; instead, all Shares acquired upon Vesting of the Award will be maintained on your behalf in the United States. Exchange Control Information. As of January 2018, it should be permitted to deposit proceeds from the sale of Shares under the Plan in a US account. Nonetheless, there may still be restrictions on receiving funds into a non-Russian bank or brokerage account, and noncompliance with Russian exchange control rules, if applicable, may be subject to administrative sanction and fines. Therefore, it may be advisable, within a reasonably short time after sale of the Shares acquired under the Plan, for you to repatriate the sale proceeds to a personal bank account in Russia. You are responsible for ensuring compliance with all currency control laws in Russia in relation to participation in the Plan; note that your foreign accounts may also be subject to reporting to the Russian tax or banking authorities.

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Singapore Securities Law Notice. This offer and Shares to be issued hereunder shall be made available only to an employee of the Company or its subsidiary, in reliance on the prospectus exemption set out in Section 273(1)(f) of the Securities and Futures Act (Chapter 289) of Singapore (“the “SFA”) and is not made with a view to the Shares so issued being subsequently offered for sale or sold to any other party in Singapore. You understand and acknowledge that this Agreement and/or any other document or material in connection with this offer and the Shares thereunder have not been and will not be lodged, registered or reviewed by the Monetary Authority of Singapore. Any and all Shares to be issued hereunder shall therefore be subject to the general resale restriction under Section 257 of the SFA, and you undertake not to make any subsequent sale in Singapore, or any offer of sale in Singapore, of any of the Shares (received upon Vesting of this offer), unless that sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) other than Section 280 of the SFA. Director Reporting. If you are a director or shadow director of the Company or a subsidiary of the Company, you may be subject to special reporting requirements with regard to the acquisition of Shares or rights over Shares. Please contact your personal legal advisor for further details if you are a director or shadow director. Exit Tax / Deemed Exercise Rule. If you have received an Award in relation to your employment in Singapore, please note that if, prior to the Vesting of your Award, you are (1) a permanent resident of Singapore and leave Singapore permanently or are transferred out of Singapore; or (2) neither a Singapore citizen nor permanent resident and either cease employment in Singapore or leave Singapore for any period exceeding 3 months, you will likely be taxed on your unvested Award on a “deemed exercise” basis, even though your Award has not yet vested. You should discuss your tax treatment with your personal tax advisor.

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South Africa Securities Law Notice This is an offer of Performance Stock Units (“PSUs”) over Shares in Alcon Inc. (“Alcon”). You have been provided full particulars of the nature of the Award with this offer, but the relevant documents may also be accessed here: ·The Plan — [Insert URL]; ·The Plan Prospectus — [Insert URL] [(login required)]; and ·The Agreement (of which this Addendum is a part) — [Insert URL] [(login required)]. Participation in the Plan and acquiring Shares in Alcon carries inherent risks. You should carefully consider these risks in light of your investment objectives and personal circumstances. Any advice given to you in connection with the PSUs is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the Plan. Alcon Shares give you a stake in the ownership of Alcon. You may receive a return if dividends or dividend equivalents are paid. If Alcon runs into financial difficulties and is wound up, shareholders will only be paid after all creditors have been paid. You may lose some or all of your Share value. In particular, Alcon’s most recent Annual Report (Form 20-F) is available to you at https://investor.alcon.com (“Investor Relations”) and includes information about Alcon’s business and its recent profit history. Any material changes to this information are disclosed on Form 6-K filings, which will also be available to you on the Investor Relations site Sale Reporting and Liability for Taxes By accepting the Award, you agree that, immediately upon Vesting of the Award, you will notify the Company and your employer of the amount of any gain realized. If you fail to advise the Company and your employer of the gain realized upon Vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Company or your employer.

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Exchange Control Information Any cross-border fund transfers you make, e.g., to purchase Shares (if applicable) or to receive proceeds from the sale of any Shares, are subject to the requirements of the South African Reserve Bank (the “SARB”).  Assuming you are a taxpayer in good standing and over the age of 18 years, you are allowed certain foreign investment allowances and to partake in share incentive or share option schemes offered by foreign parent companies.  However, you may be required to complete certain forms for the SARB, the tax authorities, and/or the Authorized Dealer at your commercial bank, or certain other approvals may be required. Please note that the Company is not responsible for obtaining or completing any such forms or approvals on your behalf.

Spain

Foreign Ownership Reporting. If you are a Spanish resident, your acquisition, purchase, ownership, and/or sale of foreign-listed stock may be subject to ongoing annual reporting obligations with the Dirección General de Politica Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia, the Bank of Spain, and/or the tax authorities. These requirements change periodically, so you should consult your personal advisor to determine the specific reporting obligations. Currently, you must declare the acquisition of Shares to DGPCIE for statistical purposes. You must also declare the ownership of any Shares to the DGPCIE each January while the Shares are owned. The relevant forms are Form D6 and, depending on the amount of assets, Form D8. In addition, if you perform transactions with non-Spanish residents or hold a balance of assets and liabilities with foreign parties higher than EUR 1,000,000, you may be required to report such transactions and accounts to the Bank of Spain. The frequency (monthly, quarterly or annually) of the notification will vary depending on the total value of the transactions or the balance of assets and liabilities. If you hold assets or rights outside of Spain (including Shares acquired under the Plan), you may also have to file Form 720 with the tax authorities, generally if the value of your foreign investments exceeds €50,000. Please note that reporting requirements are based on what you have previously disclosed and the increase in value and the total value of certain groups of foreign assets.

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Taiwan	Foreign Exchange Restrictions. You may convert foreign currency (including proceeds from the sale of Shares) into NTD for inward remittance to Taiwan or convert NTD into foreign currency for outward remittance from Taiwan of up to US $5,000,000 per year. If this threshold is exceeded, you may be required to apply for an approval from the Central Bank of China (“CBC”). In the event that the remittance amount is US $500,000 or more, you may be required to provide supporting documentation to the satisfaction of the remitting bank.  Please also note that if the conversion amount is NT $500,000 or more in a single transaction, it should be declared on a CBC-prescribed form, but this is typically a standard procedure managed by the local bank handling the transaction. The above monetary limits do not apply to the extent you retain USD in your foreign currency account at a bank in Taiwan.
Thailand	Foreign Exchange Information. Dividends and sale proceeds under $50,000 may be retained in your individual account in the United States.  Please note that dividends (if any) received from foreign stock and all proceeds from the sale of such stock exceeding $50,000 in value must be remitted to Thailand immediately and must then be deposited or converted into Thai Baht with a commercial bank in Thailand within 360 days of receipt in Thailand, according to Ministerial Regulation No. 26 and the relevant notifications issued under the Currency Exchange Control Act.  If the dividends or sale proceeds total $50,000 or more, you will be required to comply with the relevant requirements of the Bank of Thailand, for example, to provide information regarding the source of such income to the authorized bank. If you do not comply with this obligation, you may be subject to penalties assessed by the Bank of Thailand.
Turkey	Foreign Ownership and Exchange Control Information. Any cross-border fund transfers you make, e.g., to purchase Shares or to receive proceeds from the sale of any Shares, are subject to the requirements of the Central Bank of the Republic of Turkey. Under certain circumstances, you may be required to report the acquisition, ownership, or disposal of Shares under the Plan to the Ministry of Economy and Undersecretariat for the Treasury within 3 months following such acquisition or disposal, and to the Ministry of Economy by updating the information and explanations on the notification form within 3 months following each calendar year. You should consult with your personal advisor to ensure that you are properly complying with the exchange control regulations.

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Ukraine	Foreign Account and Exchange Control Information. Ukrainian citizens and qualified foreign nationals who are treated as residents of Ukraine for currency regulation purposes should be able to open and maintain accounts abroad for purposes of participating in the Plan. However, it is your responsibility to confirm and comply with all requirements imposed by the National Bank of Ukraine.
United Arab Emirates	Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in cash and not, in whole or in part, in the form of Shares.

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United Kingdom Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash. Withholding of Tax.  The following supplements Section 8 of the Agreement: If payment or withholding of the Tax-Related Items is not made within ninety (90) days of the end of the UK tax year in which the event giving rise to the Tax-Related Items occurs (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items will constitute a loan owed by you to the Employer, effective on the Due Date.  You agree that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Agreement.  Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for such a loan to cover the Tax-Related Items.  In the event that you are a director or executive officer and the Tax-Related Items are not collected from or paid by you by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to you on which additional income tax and national insurance contributions will be payable.  You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime. HMRC National Insurance Contributions.  The following supplements Section 8 of the Agreement: You agree that: (a)Tax-Related Items within Section 8 of the Agreement shall include any secondary class 1 (employer) National Insurance Contributions that: (i)any employer (or former employer) of yours is liable to pay (or reasonably believes it is liable to pay); and (ii)may be lawfully recovered from you; and (b)if required to do so by the Company (at any time when the relevant election can be made) you shall: (i)make a joint election (with the employer or former employer) in the form provided by the Company to transfer to you the whole or any part of the employer’s liability that falls within Section 8 of the Agreement; and (ii)enter into arrangements required by HM Revenue & Customs (or any other tax authority) to secure the payment of the transferred liability.

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Vietnam Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in cash and not, in whole or in part, in the form of Shares.

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David J. Endicott

Chief Executive Officer

As global leader in eye care, we have a significant responsibility to our shareholders to provide a fair return on their investment as well as increased value over time. Alcon associates, like you, continuously deliver outstanding products, services and solutions to help people see better and uphold our responsibility to provide consistent long-term success.

We have approved the Alcon Long Term Incentive Plan (the “Plan”), which allows us to recognize associates who contribute to the future growth and profitability of the Company. Pursuant to the terms of the Plan, I am pleased to inform you that you have been granted the Long Term Incentive Plan award detailed on the following pages!

Once you have read through the Grant Notice and the attached Restricted Stock Award Agreement, you can accept or decline the award by following the appropriate link in your stock plan account. You are encouraged to print a copy of the materials from the web site for your records.

Congratulations on your award, and thank you for all that you continue to do to drive our success in mission to help people see better.

Sincerely,

David J. Endicott

Alcon Inc.

Long Term Incentive Plan

Grant Notice — Restricted Stock Award

Participant:	[First Name / Surname]
Unique Employee ID:	[Employee ID]
Date of Award:	[dd/mm/yyyy]
Award:	A Restricted Stock Award of ordinary shares (the “Shares”) of Alcon Inc. (the “Company”).
Number of Shares of Restricted Stock Awarded:	[xxx]
Vesting Schedule:	[To be drafted based on contemplated vesting schedule]

You are being granted an Award, under the Alcon Long Term Incentive Plan, of the above number of Shares of Restricted Stock.

If you wish to keep the Award, you must agree to the terms and conditions outlined in the following Restricted Stock Award Agreement (including any Country-Specific Appendix A hereto).

By accepting the Award, you acknowledge and agree that the Award is subject to the substantive provisions of the Plan and the attached Restricted Stock Award Agreement.

The Plan is available at [Insert location].

You should note, however, that in the event of any conflict between the terms of this Grant Notice and the Plan, the Plan will prevail.

I HEREBY AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THE PLAN, IN THIS GRANT NOTICE AND IN THE ATTACHED RESTRICTED STOCK AWARD AGREEMENT.

DATED [Date of award]

Signed Electronically [First Name / Surname]

[Date stamp]

ATTACHMENT I

ALCON INC.

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Pursuant to the Award Grant Notice — Restricted Stock Award with a Date of Award of [Insert date] (the “Grant Notice”) and this Restricted Stock Award Agreement (the “Agreement”) and in consideration of your services, Alcon Inc. (the “Company”) has awarded you a Restricted Stock Award (the “Award”) under its Long Term Incentive Plan Adopted on April 9, 2019 (the “Plan”) for the number of Shares of Restricted Stock indicated in the Grant Notice.  Defined terms not explicitly defined in this Agreement or in the Grant Notice shall have the same meanings given to them in the Plan.  In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control.

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1.GRANT OF THE AWARD.  This Award was granted in consideration of your services to the Company or a related entity.  Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past or future services to the Company) with respect the Vesting of the Shares or the delivery of the Shares.

2.Escrow of Shares.

(a)All Shares of Restricted Stock will, upon execution of this Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”).  The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or a Termination of Employment occurs.

(b)The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment.

(c)Subject to Rule 7 of the Plan, upon the Termination of Employment, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company.  Participant hereby appoints the Escrow Holder with full power of substitution, as Participant’s true and lawful attorney in fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination.

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(d)The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so.

(e)Subject to the terms hereof, Participant will have all the rights of a stockholder (including voting rights) with respect to the Shares while they are held in escrow except with respect to the right to receive dividends and other distributions.  Participant will be credited with all dividends and other distributions paid or distributed by the Company on the equivalent number of vested Shares, but such dividends and other distributions shall be distributed to Participant only if, when and to the extent the unvested Shares vest.  The value of dividends and other distributions payable with respect to any Shares of Restricted Stock that do not vest shall be forfeited.

(f)In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares, cash or securities (other than rights or warrants to purchase securities); such new or additional or different Shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement.  If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any Shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement.  The Board in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional Shares, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.

(g)The Company may instruct the transfer agent for its Shares to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement.

3.VESTING.  Subject to the limitations contained herein, your Award shall Vest as provided in the Grant Notice or as set forth in the Plan, including but not limited to the Rule 7 entitled “Special Termination Reasons” in the Plan and Rule 8 entitled “Corporate Events” in the Plan. [Insert any exceptions to the rules, if applicable.] Any Shares of Restricted Stock that have not Vested in accordance with such terms and conditions (including any release of claims requirements as set forth in the Plan) shall be forfeited upon the Termination of Employment, subject to the terms and conditions of the Plan, the Grant Notice and this Agreement.

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For the avoidance of doubt and for purposes of this Award only, the date of your Termination of Employment will be deemed to occur as of the date determined by the Board (except, in certain circumstances at the sole discretion of the Company, to the extent you are on a Company-approved leave of absence) and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable laws, unless otherwise determined by the Company in its sole discretion.

4.NUMBER OF ORDINARY SHARES SUBJECT TO RESTRICTED STOCK AWARD.

(a)The Shares of Restricted Stock subject to your Award may be adjusted from time to time as determined by the Board for corporate events described in Rule 8 of the Plan.

(b)Any additional Shares that become subject to this Agreement pursuant to this Section 4 shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Shares covered by your Award.

(c)[If your Employment terminates as a result of Retirement and such Retirement occurs within one (1) year following the Grant Date, then the number of Shares of Restricted Stock subject to this Agreement that vest shall be adjusted proportionally for the time during such one (1) year period that you remained an employee of the Company based on the completed full months of Employment during the Performance Period, rounded down to the nearest whole Share. [For example, if you are granted 180 Shares of Restricted Stock and your Retirement occurs three months after the Grant Date, then only 15 Shares of Restricted Stock will vest (180 x 3/36) and the balance of the Shares of Restricted Stock would be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. If your Employment terminates as a result of Retirement on or after the one (1) year anniversary of the Grant Date, no such adjustment will be made.][Example to be modified based on length of performance period.]]

(d)[If your Employment terminates as a result of one of the reasons set forth in Rule 7.5, then the number of Shares of Restricted Stock subject to this Agreement shall be adjusted proportionally for the time during the Performance Period that you remained an employee of the Company based on the completed full months of Employment during the Performance Period, rounded down to the nearest whole Share. [For example, if you are granted 180 Shares of Restricted Stock and your Employment terminates as a result of one of the reasons set forth in Rule 7.5, one year after the Grant Date, then only 120 Shares of Restricted Stock would vest (180 x 12/36) and the balance of the Shares of Restricted Stock would be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company.] [Example to be modified based on length of performance period.]]

(e)Notwithstanding the provisions of this Section 4, no fractional Shares or rights for fractional Shares shall be created pursuant to this Section 4.  Any fraction of a Share will be rounded down to the nearest whole Share.

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5.TRANSFERABILITY.  Prior to the time that the Shares of Restricted Stock have Vested, you may not transfer, pledge, sell or otherwise dispose of the Shares in respect of your Award.  For example, you may not use Shares of Restricted Stock that have not yet Vested in respect of your Restricted Stock Award as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such unvested Shares of Restricted Stock.  This restriction on transfer will lapse upon the Vesting of the Shares of Restricted Stock.  Your unvested Shares of Restricted Stock are not transferable, except by will or by the laws of descent and distribution, subject to applicable laws.  Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of unvested Shares pursuant to this Agreement and nothing shall bar the transfer of Shares of Restricted Stock in the event of divorce if required by applicable law.

6.RESTRICTIVE LEGENDS.  The Shares issued under your Award shall be endorsed with appropriate legends as determined by the Company.

7.WITHHOLDING OBLIGATIONS.

(a)As a condition to the grant and Vesting of this Award and (without limiting the scope of this Section 7) as further set forth in Rule 10.6 of the Plan, you hereby agree to make adequate provision for the satisfaction of (and will indemnify the Company and any subsidiary or affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments, if any (“Tax-Related Items”), which arise upon the grant or Vesting of this Award, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with this Award or the Shares, by withholding all or a portion of any Shares that otherwise would be issued to the Participant upon the grant or vesting of the Award; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the applicable Fair Market Value on the trading day immediately before the applicable event giving rise to the Tax-Related Items. Furthermore, the Participant agrees to pay the Company or the Affiliate any Tax-Related Items that cannot be satisfied by the foregoing methods.  Regardless of any action the Company or any subsidiary or affiliate takes with respect to any or all applicable Tax-Related Items, you acknowledge and agree that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed any amount actually withheld by the Company or any subsidiary or affiliate.  You further acknowledge and agree that you are solely responsible for filing all relevant documentation that may be required in relation to this Award or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any subsidiary or affiliate pursuant to applicable law), such as but not limited to personal income tax returns or reporting statements in relation to the grant or Vesting of this Award, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends.  You further acknowledge that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.  You also understand that applicable laws may require varying share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in

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relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of you under applicable laws.  Further, if you have become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company or any subsidiary or affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)Unless the Tax-Related Items of the Company and/or any subsidiary or affiliate are satisfied and any other requirements or restrictions that may be imposed by the Company to comply with applicable laws or facilitate administration of the Plan are also satisfied, the Company shall have no obligation to deliver to you any Shares or release Shares from escrow.  Furthermore, you understand that the applicable laws of the country in which you are residing or working at the time of grant and/or Vesting of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent vesting of this Award or release of the Shares from escrow, and neither the Company nor any subsidiary or affiliate assumes any liability in relation to this Award in such case.

(c)In the event the Company’s obligation for Tax-Related Items (a) arises prior to the (i) delivery to you of Shares or (ii) release of Shares from escrow or (b) it is determined (i) after the delivery of Shares to you or (ii) release of Shares from escrow that the amount of the Company’s obligation for Tax-Related Items was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

8.SECURITIES LAW COMPLIANCE.  Your Award also must comply with applicable laws and regulations governing the Award, and the Company will not be required to release Shares subject to the Award from escrow if the Company determines that releasing such Shares from escrow would not be in material compliance with such laws and regulations.

9.TAX CONSEQUENCES.  The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award.  You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

10.AWARD NOT A SERVICE CONTRACT.  Your Award is not an employment or service contract, and nothing in your Award will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a subsidiary or affiliate, or of the Company or a subsidiary or affiliate to continue your employment for any particular period of time.  In addition, nothing in your Award will obligate the Company or a subsidiary or affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or a subsidiary or affiliate. This Agreement shall not interfere in any way with the right of the Company or any subsidiary or affiliate to terminate your employment or service at any time, subject to applicable laws.

11.NATURE OF GRANT.  In accepting the grant of this Award, you acknowledge the following:

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(a)The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time in accordance with the Plan.

(b)The grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.

(c)All decisions with respect to any future awards, if any, will be at the sole discretion of the Company.

(d)You are voluntarily participating in the Plan.

(e)This Award and the Shares subject to this Award are extraordinary items that do not constitute regular compensation for services of any kind rendered to the Company or any subsidiary or affiliate and which, if you are an Employee, is outside the scope of your employment contract, if any.

(f)This Award and the Shares subject to this Award are not intended to replace any pension rights or compensation and not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(g)If you are an Employee, in the event that your employer is not the Company, this Agreement will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the Award grant will not be interpreted to form an employment contract with your employer (“Employer”) or any subsidiary or affiliate of the Company.

(h)In consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or any of the Shares acquired pursuant to the Award resulting from termination of your employment by the Company or your Employer or termination of service, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and you irrevocably release your Employer, the Company and its Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed to have irrevocably waived your entitlement to pursue such claim.

12.DATA PRIVACY.

(a)You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your Personal Data (as described below) by and among, as applicable, the Company and any subsidiary or affiliate or third parties as may be selected by the Company, for the exclusive purpose of implementing, administering, and managing your

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participation in the Plan.  You understand that refusal or withdrawal of consent will affect your ability to participate in the Plan; without providing consent, you will not be able to participate in the Plan or realize benefits (if any) from the Award.

(b)You understand that the Company and any subsidiary or affiliate or designated third parties may hold personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security or social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any subsidiary or affiliate, details of all Awards or Shares awarded, canceled, vested, unvested or outstanding in your favor (“Personal Data”).  You understand that Personal Data may be transferred to any subsidiary or affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the subsidiary or affiliate that is your employer and its payroll provider.

(c)You should also refer to the appropriate employee and data privacy policies provided by Alcon from time to time for more information regarding the collection, use, storage, and transfer of your Personal Data.

13.APPENDIX A.  The Company reserves the right to impose other requirements on your participation in the Plan, on this Award and the Shares subject to this Award and on any other award or Shares acquired under the Plan, or take any other action, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws or facilitate the administration of the Plan.  You agree to sign any additional agreement or undertaking that may be necessary to accomplish the foregoing.  Furthermore, you acknowledge that the applicable laws of the country in which you are residing or working at the time of grant and Vesting of the Award or the ownership or sale of Shares received pursuant to the Award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject you to additional procedural or regulatory requirements that you are and will be solely responsible for and must fulfill.  Such requirements, and other general terms under the Plan and applicable to the Award, may be outlined in but are not limited to Appendix A (the “Appendix A”) attached hereto, which forms part of this Agreement.  Notwithstanding any provisions in this Agreement, the Award shall be subject to any special terms and conditions set forth in the Appendix A.  Moreover, if you work, reside, move to, or otherwise are or become subject to applicable laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to you as from the date of grant, unless otherwise determined by the Company in its sole discretion. The Appendix A constitutes part of this Agreement.

14.NOTICES.  Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to

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you, five days after deposit in the [United States] [Modify if other non-U.S. jurisdiction is applicable] mail, postage prepaid, addressed to you at the last address you provided to the Company.  Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to your current or future participation in the Plan, this Award, any Shares, or any other Company-related documents by electronic means.  By accepting this Award, whether electronically or otherwise, you hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.  To the extent you have been provided with a copy of this Agreement, the Plan, or any other documents relating to this Award in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.

15.GOVERNING PLAN DOCUMENT AND LAW.  Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of Switzerland, under express exclusion of any provisions of conflict of laws.  The Board may resolve conclusively all questions of fact or interpretation concerning this Agreement and has the authority to resolve any dispute of any kind that arises under or in connection with this Agreement. In the event a dispute escalates to require resolution by a court, the dispute will exclusively be resolved by the Courts of Fribourg, Switzerland.

16.SEVERABILITY.  If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

17.MISCELLANEOUS.

(a)The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan

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prospectus.  In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell Shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.  You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d)You acknowledge and agree that you have reviewed your Award Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(e)This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(f)All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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Appendix A

ADDITIONAL GENERAL AND COUNTRY-SPECIFIC TERMS AND CONDITIONS

This Appendix A includes additional general and country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may be material to your participation in the Plan.  Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if you move to or otherwise are or become subject to the applicable laws or company policies of the country listed.  However, because foreign exchange regulations and other local laws are subject to frequent change, you are advised to seek advice from your own personal legal and tax advisor prior to accepting or exercising an Award or holding or selling Shares acquired under the Plan.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your acceptance of the Award or participation in the Plan.  Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Grant Notice and the Restricted Stock Award Agreement (“Agreement”). This Appendix A forms part of the Agreement and should be read in conjunction with the Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States or Switzerland.  The Restricted Stock Award Agreement (of which this Appendix A is a part), the Grant Notice, the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in your jurisdiction.

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European Union and Switzerland

Data Privacy. Where you are a resident of the EU or Switzerland, the following provision applies and supplements Section 12 of the Restricted Stock Award Agreement: You understand and acknowledge that: ·The data controller is the Company; queries or requests regarding your Personal Data should be made in writing to the Company’s representative relating to the Plan or Award matters, who may be contacted at: ask.comp@alcon.com or via postal mail to Alcon HR - Global Rewards Operations, 6201 South Freeway, Fort Worth, TX US 76134; ·The legal basis for the processing of Personal Data is that the processing is necessary for the performance of a contract to which you are a party (namely, the Grant Notice and Agreement); ·Personal Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan; ·You may, at any time, access your Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data without cost or exercise any other rights you may have in relation to your Personal Data under applicable law, including the right to make a complaint to an EU data protection regulator.

Argentina

Foreign Ownership and Exchange Restrictions. If your foreign-held assets, including Shares received under the Plan, exceed US $1 million, you may be subject to annual reporting to the Central Bank. Regardless of your foreign holdings, US dollar transactions must be conducted through a financial intermediary authorized by the Argentine Central Bank. US dollar proceeds from the sale of Shares by a participant, when remitted to Argentina, are subject to conversion to Argentine pesos at applicable exchange rates, as well as relevant regulations of the Central Bank. Depending on the amount, you may also be required to file certain documentation of the sale with the local bank or otherwise place the funds in a non-interest-bearing US dollar-denominated mandatory deposit account for a holding period of 365 days. As the foreign asset and exchange control regulations may change, it is your responsibility to comply with any applicable requirements. Please confirm the foreign exchange requirements with your local bank before any transfer of funds into or out of Argentina.

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Australia	Settlement. Notwithstanding any discretion in the Plan, the Grant Notice or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash.
Austria	Foreign Ownership Reporting. If you are an Austrian national who owns securities in foreign deposits, you must file an annual notification with the Austrian National Bank if the value of the securities in foreign deposits exceeds EUR 5 million or equivalent at the end of the year. If the value of these securities in foreign deposits exceeds EUR 30 million or equivalent at the end of a quarter, then these notifications shall be made quarterly.
Bangladesh	Exchange Control Information All foreign exchange transactions must be carried out through an Authorized Dealer. Bangladeshi Residents who want to sell Shares issued by the Company, must first apply to Bangladesh Bank for prior permission and the application must be made through an Authorized Dealer. Further, you must repatriate any proceeds from the sale of Shares acquired under the Plan to Bangladesh unless otherwise permitted by the relevant authorities.
Belgium	Foreign Ownership Reporting. If you are a resident of Belgium, you will be required to submit an annual form declaring your income or assets (including Shares acquired under an employee share plan) held outside of Belgium to the National Bank of Belgium. The reporting should be completed prior to filing your annual Belgian income tax return.
Brazil	Foreign Ownership Reporting. If you are a resident of Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil (“BACEN”) if the aggregate value of such assets and rights (including any Restricted Stock, capital gain, dividends or profit attributable to such assets) is equal to or greater than US $100,000 or equivalent as of each December 31st. The reporting is done via an online form (“Declaração de Capitais Brasileiros no Exterior” or “DCBE”) and usually should be completed in April in relation to the prior fiscal year. Quarterly reporting is also required if the assets held abroad exceed US $100,000,000 or equivalent at the end of each quarter. However, please confirm the annual and

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	quarterly reporting deadlines with BACEN, as they are periodically updated, and noncompliance is potentially subject to certain penalties.
Bulgaria	Foreign Ownership and Exchange Control Information. You will be required to file statistical forms with the Bulgarian National Bank by March 31st each year regarding your income in foreign bank accounts and any Shares held abroad if the total sum of all holdings is at least BGN 50,000 as of the previous calendar year-end. In addition, if you receive a payment related to the Plan in excess of BGN 100,000 into a bank account in Bulgaria, the local bank receiving the transfer of funds may for statistical purposes require you to provide certain information regarding the source of the income upon such transfer or within 30 days thereof. You should contact your bank in Bulgaria for additional information regarding these requirements.
Canada	Securities Law Notice. The security represented by the Award was issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. You acknowledge that as long as the Company is not a reporting issuer in any jurisdiction in Canada, the Award and the Shares will be subject to an indefinite hold period in Canada and subject to restrictions on their transfer in Canada. Subject to the terms and conditions of the Agreement and applicable securities laws, you are permitted to sell Shares acquired through the Plan through a designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canada via the stock exchange on which the Shares are traded. Settlement in Shares Only. Notwithstanding any discretion in the Plan, the Grant Notice or Agreement to the contrary, settlement of the Award shall only be made in Shares issued by the Company from treasury and not, in whole or in part, in the form of cash or other consideration. Foreign Share Ownership Reporting. If you are a Canadian resident, your ownership of certain foreign property (including shares of foreign corporations) in excess of $100,000 may be subject to ongoing annual reporting obligations. Please refer to CRA Form T1135 (Foreign Income Verification Statement) and consult your tax advisor for further details. Quebec: Consent to Receive Information in English. The following applies if you are a resident of Quebec: The parties acknowledge that it is their express wish that

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this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Chile

Securities Law Information. Neither the Company nor the Shares are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendency of Securities (“CMF”). This offer is being made as of the Grant Date described in this Agreement and is subject to Norma de Carácter General Rule No. 336 (“NCG 336”). Pursuant to General Rule 336, no public offering of securities is being made, and the Company is under no obligation to provide any disclosure or other information regarding the Shares in Chile. Note the Shares cannot be subject to public offering in Chile while they are not registered with the CMF. Exchange Control Information. While there is uncertainty whether the acquisition of Shares under the Plan qualifies as an “investment” that would be subject to reporting under the foreign exchange regulations issued by the Central Bank of Chile, if the value of the Shares exceeds US$10,000, the Shares and transaction details generally should be communicated to the Central Bank of Chile within 10 days of the relevant transaction. You should complete Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank. Further, if your aggregate investments held outside Chile exceeds US $5,000,000 (including Shares received under the Plan), you must report quarterly to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

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Colombia Foreign Ownership Reporting. Prior approval from a government authority is not required to hold foreign securities or to receive an equity award. However, if the value of foreign investments, including the value of any equity awards, equals or exceeds US $500,000, such investments must be registered with the Colombian Central Bank by June 30th of each year.

Colombian residents may hold foreign investments without any government approval. However, investments held abroad (including Shares) must be registered with the Central Bank of Colombia (Banco de la República) if the aggregate investments held by an individual (as of December 31 of the applicable calendar year) equal or exceed the equivalent of US $500,000. The Participant will need to register the foreign investment with the Central Bank only if the accumulated financial investments held abroad at the year-end are equal to or exceed the equivalent of US $500,000. The Participant must register by filing a Form No. 11 and submitting it to Señores, Banco de la República, Atn: Jefe Sección Inversiones, Departamento de Cambios Internacionales, Carrera 7 No. 14 - 18, Bogotá, Colombia by June 30 of the following year. Upon sale or other disposition of investments (including Shares) that have been registered with the Central Bank, the registration with the Central Bank must be cancelled no later than March 31 of the year following the sale or disposition (or a fine of up to 200% of the value of the infringing payment may apply).

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Denmark

Employer Statement. If you are subject to the Danish Stock Option Act, your participation in the Plan is also subject to the Danish Employer Statement, which has been provided to you separately and may also be obtained by contacting ask.comp@alcon.com or via postal mail to Alcon HR - Global Rewards Operations, 6201 South Freeway, Fort Worth, TX US 76134. By accepting your grant, you acknowledge that you have received and agree to the Danish Employer Statement. Foreign Account Reporting. Danish resident holders of non-Danish bank accounts or accounts with non-Danish brokers should submit certain forms to the Danish tax authorities: Erklæring V regarding shares deposited with a non-Danish bank or broker (https://www.skat.dk/SKAT.aspx?oId=90030) Erklæring K regarding money deposited with a non-Danish bank or broker (https://www.skat.dk/SKAT.aspx?oId=73344)

France

Foreign Ownership Reporting. Residents of France with foreign account balances in excess of EUR 1 million or its equivalent must report monthly to the Bank of France. Consent to Receive Information in English. Participant confirms he or she has read and understands the documents relating to this grant (the Plan and this Agreement) which were provided to Participant in the English language. Participant accepts the terms of those documents accordingly. Vous confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui vous ont été communiqués en langue anglaise. Vous en acceptez les termes en connaissance de cause. No Tax Qualification. This grant is not intended to be a tax-qualified award and is not granted under any Sub-Plan for French tax purposes. Accordingly, the relevant Vesting and termination provisions will be as stated in the Plan, Grant Notice and Agreement.

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Hong Kong

Securities Law Information. Warning: The Shares issued do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its affiliates. The Plan, the Restricted Stock Agreement, including this Addendum, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable companies and securities legislation in Hong Kong and have not been registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. This Plan, the Agreement, and the incidental communication materials are intended only for the personal use of each eligible Participant and not for distribution to any other persons. If you have any questions about any of the contents of the Plan, the Agreement, including this Addendum, or other incidental communication materials, you should obtain independent professional advice.

India

Repatriation Requirement. You shall take all reasonable steps to repatriate to India immediately all foreign exchange received by you as a consequence of your participation in Alcon’s Plan and in any case not later than 90 days from the date of sale of the Shares so acquired by you under the Plan. Further, you shall in no case take any action (or refrain from taking any action) that has the effect of: (a)Delaying the receipt by you of the whole or part of such foreign exchange; or (b)Eliminating the foreign exchange in whole or in part to be receivable by you. Upon receipt or realization of the foreign exchange in India, including in relation to any dividend payments, you shall surrender the received or realized foreign exchange to an authorized person within a period of 180 days from the date of such receipt or realization, as the case may be. You will receive a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should keep the FIRC received from the bank where foreign currency is deposited in the event that the Reserve Bank of India, Alcon or your employer requests proof of repatriation.

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Indonesia	Exchange Control Information. If you remit proceeds from the sale of Shares into Indonesia, the Indonesian Bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of USD10,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is made is required to make the report, you must complete a “Transfer Report Form.” The Transfer Report Form will be provided to you by the bank through which the transaction is made. In addition, if you are an Indonesian resident, you may be required to provide the Indonesian Central Bank with information on foreign exchange activities. Indonesian residents may be subject to a monthly reporting obligation to the Bank of Indonesia which must be completed online through Bank of Indonesia’s website, no later than the 15th day of the following month. You should consult with your personal advisor to ensure that you are properly reporting your foreign exchange activities.
Ireland	Director Reporting. If you are a director or shadow director of the Company or related company, you may be subject to special reporting requirements with regard to the acquisition of Shares or rights over Shares. Please contact your personal legal advisor for further details if you are a director or shadow director. Settlement. Notwithstanding any discretion in the Plan, the Grant Notice or the Agreement to the contrary, settlement of the Award shall be in Shares and not, in whole or in part, in the form of cash.
Israel	Responsibility for Tax. This Award will be subject to tax pursuant to the non-trustee route of Section 102(c) of the Israeli Income Tax Ordinance. If your employment is terminated, you will extend to the Company or the applicable affiliate a security or guarantee for the payment of Tax-Related Items due in respect of such Award as required under Section 102.

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Italy

Data Privacy Consent. Pursuant to the GDPR (General Data Protection Regulation - EU No. 2016/679) and to Legislative Decree No. 196/2003, the Controller of personal data processing is Alcon AG, with registered offices at Rue Louis-d’Affry 6, 1701 Fribourg, Switzerland, and its Representative in Italy for privacy purposes is: Chiara Sellinger, Alcon Italia S.p.A., Viale Giulio Richard 1/B, Milano, IT I-20143. By accepting this Award, you agree to the following: I understand that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to the GDPR (General Data Protection Regulation - EU No. 2016/679) and to Legislative Decree No. 196/2003. The processing activity, including the communication and transfer of my Data abroad, including outside of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require my consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. I understand that the use of my Data will be minimized where it is not necessary for the implementation, administration and management of the Plan. I further understand that, pursuant to Sections 12 to 21 of the GDPR, I have the right to, including but not limited to, (i) access, (ii) delete, (iii) update, and (iv) ask for rectification of my Data, as well as to request, from the Controller, the (v) restriction of processing concerning my Data or to (vi) object to processing, as well as the right to (vii) “data portability”. Furthermore, I am aware that my Data will not be used for direct marketing purposes.

Japan

Securities Acquisition Report. If you acquire Shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through the Bank of Japan within 20 days of the acquisition of the Shares. Exit Tax. Please note that you may be subject to tax on your Award, even prior to Vesting, if you relocate from Japan if you (1) hold financial assets with an aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principle place of residence (jusho) or temporary place of abode (kyosho) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan. You should discuss your tax treatment with your personal tax advisor.

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Kazakhstan Exchange Control Information. Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you may be required to notify the National Bank of Kazakhstan if you acquire Shares under the Plan.

In addition, the Kazakh Law on Currency Regulation requires currency repatriation. Therefore, if you sell your Shares, you must transfer the proceeds to an account with a Kazakh bank. As the exchange control regulations in Kazakhstan may change without notice, you should consult a legal advisor prior to the Vesting of your Award as well as repatriating the proceeds from the sale of your Shares to ensure compliance with the regulations.

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Malaysia Securities Law Notice. The grant of the Company’s equity awards in Malaysia constitutes or relates to an ‘excluded offer,’ ‘excluded invitation,’ or ‘excluded issue’ pursuant to Section 229 and Section 230 of the CMSA, and as a consequence no prospectus is required to be registered with the Securities Commission of Malaysia. The award documents do not constitute and may not be used for the purpose of a public offering or an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Securities Commission in Malaysia under the CMSA.

Data Privacy. This provision supplements Section 12 of the Agreement:

You hereby explicitly, voluntarily and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Appendix A and any other Award grant materials by and among, as applicable, the Employer (if different from the Company), the Company or any third parties authorised by the same in assisting in the implementation, administration and management of your participation in the Plan.

You understand that the Company and the Employer (if different from the Company) may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, the fact and conditions of your participation in the Plan, details of all Awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The source of the Data is your Employer as well as information which you are providing to the Company and the Employer (if different from the Company) in connection with the Plan including this Appendix A.

You also authorize any transfer of Data, as may be required, to the Company’s broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any shares acquired upon Vesting of the Award are deposited. You acknowledge that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to your country, which may not give the same level of protection to Data. You understand that you may request a list with the names and addresses of any potential recipients of Data by contacting your local

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human resources representative. You authorize the Company, its broker, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing your participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing your local representative at ask.comp@alcon.com. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke consent, your employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing consent is that the Company would not be able to grant future Awards or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local representative.

Peserta dengan ini secara eksplisit, sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang diterangkan dalam Lampiran A dan apa-apa bahan geran Unit Saham Terbatas oleh dan di antara, seperti mana yang terpakai, Majikan(jika berlainan daripada Syarikat), Syarikat dan Anak-anak Syarikat yang lain atau Syarikat Sekutunya atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama dalam membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan.

Peserta memahami bahawa Syarikat dan Majikan(jika berlainan daripada Syarikat) mungkin memegang maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, nama Peserta, alamat rumah dan nombor telefon, tarikh lahir, nombor insurans sosial atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat mengenai penyertaan Peserta dalam Pelan, butir-butir tentang semua unit saham terbatas atau apa-apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Peserta (“Data”), untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Sumber Data adalah daripada Majikan

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Peserta dan juga maklumat dimana Peserta berikan kepada Syarikat dan Majikan(jika berlainan daripada Syarikat) berhubung dengan Pelan tersebut termasuk Lampiran A ini.

Peserta juga memberi kuasa mengenai apa-apa pemindahan Data, yang mungkin diperlukan, kepada broker Syarikat atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan siapa sahaja Saham yang diperolehi semasa peletakan hak Unit Saham Terbatas didepositkan. Peserta mengakui bahawa penerima -penerima ini mungkin berada di negara Peserta atau mana-mana tempat lain, dan bahawa negara penerima (contohnya di Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza dengan negara Peserta, dimana tahap perlindungan Data mungkin tidak sama. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta. Peserta memberi kuasa kepada Syarikat, brokernya, dan mana-mana penerima-penerima lain yang mungkin membantu Syarikat (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan mengurus penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil tempatan Pesertah ask.comp@alcon.com. Selanjutnya, Peserta memahami bahawa dia telah memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuan, status pekerjaan atau perkhidmatan dan kerjaya Peserta dengan Majikan tidak akan terjejas; satu-satunya akibat buruk jika tidak bersetuju atau menarik balik persetujuan adalah bahawa Syarikat tidak akan dapat memberikan Unit Saham Terbatas atau anugerah ekuiti yang lain kepada Peserta pada masa hadapan atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan persetujuan atau penarikan balik persetujuan, Peserta memahami

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bahawa dia boleh menghubungi wakil tempatannya.

Director Notification Obligation. If you are a director of the Company’s Malaysian subsidiary, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary in writing when you receive or dispose of an interest (e.g., an Award under the Plan or Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

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Mexico

Labor Law Acknowledgment. The invitation Alcon is making under the Plan is unilateral and discretionary and is not related to the salary and other contractual benefits granted to you by your employer; therefore, benefits derived from the Plan will not under any circumstance be considered as an integral part of your salary. Alcon reserves the absolute right to amend the Plan and discontinue it at any time without incurring any liability whatsoever. This invitation and, in your case, the acquisition of Shares does not, in any way, establish a labor relationship between you and Alcon, nor does it establish any rights between you and your employer. La invitación que Alcon hace en relación con el Plan es unilateral, discrecional y no se relaciona con el salario y otros beneficios que recibe actualmente de su actual empleador, por lo que cualquier beneficio derivado del Plan no será considerado bajo ninguna circunstancia como parte integral de su salario. Por lo anterior, Alcon se reserva el derecho absoluto para modificar o terminar el mismo, sin incurrir en responsabilidad alguna. Esta invitación y, en su caso, la adquisición de acciones, de ninguna manera establecen relación laboral alguna entre usted y Alcon y tampoco genera derecho alguno entre usted y su empleador.

Pakistan

Foreign Ownership and Exchange Control Information. You are responsible for ensuring compliance with all foreign ownership and exchange control laws in Pakistan in relation to your participation in the Plan. In particular, your ownership of foreign shares, must be registered with the State Bank of Pakistan by completing and submitting Form V-96. Furthermore, you are required to immediately repatriate to Pakistan any cash received in relation to the Shares, including dividends (if any) or proceeds from the sale of the Shares. Under local law, such repatriation must be effectuated through authorized banking channels in Pakistan. You should consult with your personal advisor to ensure that you are properly complying with the exchange control regulations.

A-16

Philippines	Securities Law Notice. This offering is subject to exemption from the requirements of registration with the Philippines Securities and Exchange Commission under Section 10.1 of the Philippines Securities Regulation Code. THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
Poland	Foreign Ownership Reporting. If you hold Shares acquired under the Plan or maintain a bank account abroad, you will have reporting duties to the National Bank of Poland. Specifically, if the aggregate value of Shares and cash held in such foreign accounts exceeds PLN 7,000,000, you must file reports on the transactions and balances of the accounts on a quarterly basis. Additional forms are required if you hold 10% or more of the voting rights in a foreign entity. You should consult with your personal legal advisor to determine what you must do to fulfill any applicable reporting duties.
Russia	Securities Law Information. This Appendix A, the Grant Notice, the Agreement, the Plan and all other materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia. In no event will Shares be delivered to you in Russia; instead, all Shares acquired under the Award will be maintained on your behalf in the United States. Exchange Control Information. As of January 2018, it should be permitted to deposit proceeds from the sale of Shares under the Plan in a US account. Nonetheless, there may still be restrictions on receiving funds into a non-Russian bank or brokerage account, and noncompliance with Russian exchange control rules, if applicable, may be subject to administrative sanction and fines. Therefore, it may be advisable, within a reasonably short time after sale of the Shares acquired under the Plan, for you to repatriate the sale proceeds to a personal bank account in Russia. You are responsible for ensuring compliance with all currency control laws in Russia in relation to participation in the Plan; note that your foreign accounts may also be subject to reporting to the Russian tax or banking authorities.

A-17

Singapore Securities Law Notice. This offer and Shares to be issued hereunder shall be made available only to an employee of the Company or its subsidiary, in reliance on the prospectus exemption set out in Section 273(1)(f) of the Securities and Futures Act (Chapter 289) of Singapore (“the “SFA”) and is not made with a view to the Shares so issued being subsequently offered for sale or sold to any other party in Singapore. You understand and acknowledge that this Agreement and/or any other document or material in connection with this offer and the Shares thereunder have not been and will not be lodged, registered or reviewed by the Monetary Authority of Singapore. Any and all Shares to be issued hereunder shall therefore be subject to the general resale restriction under Section 257 of the SFA, and you undertake not to make any subsequent sale in Singapore, or any offer of sale in Singapore, of any of the Shares (received under this offer), unless that sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) other than Section 280 of the SFA.

Director Reporting. If you are a director or shadow director of the Company or one of its subsidiaries, you may be subject to special reporting requirements with regard to the acquisition of Shares or rights over Shares. Please contact your personal legal advisor for further details if you are a director or shadow director.

Exit Tax / Deemed Exercise Rule. If you have received an Award in relation to your employment in Singapore, please note that if, prior to the Vesting of your Award, you are (1) a permanent resident of Singapore and leave Singapore permanently or are transferred out of Singapore; or (2) neither a Singapore citizen nor permanent resident and either cease employment in Singapore or leave Singapore for any period exceeding 3 months, you will may be taxed on your unvested Award on a “deemed exercise” basis, even though your Award has not yet vested. You should discuss your tax treatment with your personal tax advisor.

A-18

South Africa Securities Law Notice This is an offer of Shares in Alcon Inc. (“Alcon”). You have been provided full particulars of the nature of the Award with this offer, but the relevant documents may also be accessed here:

·The Plan — [Insert URL]; ·The Plan Prospectus — [Insert URL] [(login required)]; and ·The Agreement (of which this Addendum is a part) — [Insert URL] [(login required)].

Participation in the Plan and acquiring Shares in Alcon carries inherent risks. You should carefully consider these risks in light of your investment objectives and personal circumstances. Any advice given to you in connection with the Award is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the Plan.

Alcon Shares give you a stake in the ownership of Alcon. You may receive a return if dividends or dividend equivalents are paid. If Alcon runs into financial difficulties and is wound up, shareholders will only be paid after all creditors have been paid. You may lose some or all of your Share value.

In particular, Alcon’s most recent Annual Report (Form 20-F) is available to you at https://investor.alcon.com (“Investor Relations”) and includes information about Alcon’s business and its recent profit history. Any material changes to this information are disclosed on Form 6-K filings, which will also be available to you on the Investor Relations site Sale Reporting and Liability for Taxes By accepting the Award, you agree that, immediately upon Vesting of the Award, you will notify the Company and your employer of the amount of any gain realized. If you fail to advise the Company and your employer of the gain realized upon Vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Company or your employer.

A-19

Exchange Control Information

Any cross-border fund transfers you make, e.g., to purchase Shares (if applicable) or to receive proceeds from the sale of any Shares, are subject to the requirements of the South African Reserve Bank (the “SARB”).  Assuming you are a taxpayer in good standing and over the age of 18 years, you are allowed certain foreign investment allowances and to partake in share incentive or share option schemes offered by foreign parent companies.  However, you may be required to complete certain forms for the SARB, the tax authorities, and/or the Authorized Dealer at your commercial bank, or certain other approvals may be required. Please note that the Company is not responsible for obtaining or completing any such forms or approvals on your behalf.

A-20

Spain

Foreign Ownership Reporting. If you are a Spanish resident, your acquisition, purchase, ownership, and/or sale of foreign-listed stock may be subject to ongoing annual reporting obligations with the Dirección General de Politica Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia, the Bank of Spain, and/or the tax authorities. These requirements change periodically, so you should consult your personal advisor to determine the specific reporting obligations. Currently, you must declare the acquisition of Shares to DGPCIE for statistical purposes. You must also declare the ownership of any Shares to the DGPCIE each January while the shares are owned. The relevant forms are Form D6 and, depending on the amount of assets, Form D8. In addition, if you perform transactions with non-Spanish residents or hold a balance of assets and liabilities with foreign parties higher than EUR 1,000,000, you may be required to report such transactions and accounts to the Bank of Spain. The frequency (monthly, quarterly or annually) of the notification will vary depending on the total value of the transactions or the balance of assets and liabilities. If you hold assets or rights outside of Spain (including Shares acquired under the Plan), you may also have to file Form 720 with the tax authorities, generally if the value of your foreign investments exceeds €50,000. Please note that reporting requirements are based on what you have previously disclosed and the increase in value and the total value of certain groups of foreign assets.

Taiwan

Foreign Exchange Restrictions. You may convert foreign currency (including proceeds from the sale of Shares) into NTD for inward remittance to Taiwan or convert NTD into foreign currency for outward remittance from Taiwan of up to US $5,000,000 per year. If this threshold is exceeded, you may be required to apply for an approval from the Central Bank of China (“CBC”). In the event that the remittance amount is US $500,000 or more, you may be required to provide supporting documentation to the satisfaction of the remitting bank.  Please also note that if the conversion amount is NT $500,000 or more in a single transaction, it should be declared on a CBC-prescribed form, but this is typically a standard procedure managed by the local bank handling the transaction. The above monetary limits do not apply to the extent you retain USD in your foreign currency account at a bank in Taiwan.

A-21

Thailand	Foreign Exchange Information. Dividends and sale proceeds under $50,000 may be retained in your individual account in the United States.  Please note that dividends (if any) received from foreign stock and all proceeds from the sale of such stock exceeding $50,000 in value must be remitted to Thailand immediately and must then be deposited or converted into Thai Baht with a commercial bank in Thailand within 360 days of receipt in Thailand, according to Ministerial Regulation No. 26 and the relevant notifications issued under the Currency Exchange Control Act.  If the dividends or sale proceeds total $50,000 or more, you will be required to comply with the relevant requirements of the Bank of Thailand, for example, to provide information regarding the source of such income to the authorized bank. If you do not comply with this obligation, you may be subject to penalties assessed by the Bank of Thailand.
Turkey	Foreign Ownership and Exchange Control Information. Any cross-border fund transfers you make, e.g., to purchase Shares or to receive proceeds from the sale of any Shares, are subject to the requirements of the Central Bank of the Republic of Turkey. Under certain circumstances, you may be required to report the acquisition, ownership, or disposal of Shares under the Plan to the Ministry of Economy and Undersecretariat for the Treasury within 3 months following such acquisition or disposal, and to the Ministry of Economy by updating the information and explanations on the notification form within 3 months following each calendar year. You should consult with your personal advisor to ensure that you are properly complying with the exchange control regulations.
Ukraine	Foreign Account and Exchange Control Information. Ukrainian citizens and qualified foreign nationals who are treated as residents of Ukraine for currency regulation purposes should be able to open and maintain accounts abroad for purposes of participating in the Plan. However, it is your responsibility to confirm and comply with all requirements imposed by the National Bank of Ukraine.

A-22

United Arab Emirates Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in cash and not, in whole or in part, in the form of Shares.

A-23

United Kingdom Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in common shares and not, in whole or in part, in the form of cash.

Withholding of Tax.  The following supplements Section 7 of the Agreement: If payment or withholding of the Tax-Related Items is not made within ninety (90) days of the end of the UK tax year in which the event giving rise to the Tax-Related Items occurs (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items will constitute a loan owed by you to the Employer, effective on the Due Date.  You agree that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement.  Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for such a loan to cover the Tax-Related Items.  In the event that you are a director or executive officer and the Tax-Related Items are not collected from or paid by you by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to you on which additional income tax and national insurance contributions will be payable.  You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

HMRC National Insurance Contributions.  The following supplements Section 8 of the Agreement: You agree that: (a)Tax-Related Items within Section 7 of the Agreement shall include any secondary class 1 (employer) National Insurance Contributions that: (i)any employer (or former employer) of yours is liable to pay (or reasonably believes it is liable to pay); and (ii)may be lawfully recovered from you; and (b)if required to do so by the Company (at any time when the relevant election can be made) you shall: (i)make a joint election (with the employer or former employer) in the form provided by the Company to transfer to you the whole or any part of the employer’s liability that falls within Section 7 of the Agreement; and (ii)enter into arrangements required by HM Revenue & Customs (or any other tax authority) to secure the payment of the transferred liability.

A-24

Vietnam Settlement. Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in cash and not, in whole or in part, in the form of Shares.

A-25

EX-99.2

Exhibit 99.2

Alcon Inc.

Deferred Bonus Stock Plan

Adopted on April 9, 2019

Adopted by the Board of Directors of Alcon Inc. on April 9, 2019 and effective in relation to awards made on or after April 10, 2019.

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Contents
1	DEFINITIONS AND INTERPRETATION		4
	1.1	Definitions	4
	1.2	Interpretation	5
2	PURPOSE OF THE PLAN		5
	3.1	Shares Subject to the Plan	5
	3.2	Lapsed Awards	6
4	DETERMINATION OF DEFERRED BONUS STOCK AWARDS		6
	4.1	STI Equity Awards	6
	4.2	Voluntary Deferral Awards	6
	4.3	Decisions Relating to Deferred Bonus Stock Awards	6
	4.4	Determining the number of Shares subject to a Deferred Bonus Stock Award	7
5	SETTLEMENT OF RESTRICTED STOCK UNITS		7
	5.1	Settlement of Restricted Stock Units	7
6	TERMINATION OF EMPLOYMENT		7
	6.1	Treatment of Unvested Voluntary Deferral Awards	7
	6.2	Treatment of Unvested STI Equity Awards	7
	6.3	Termination of Employment Due to Special Circumstances	7
	6.4	Forfeiture of Awards on Joining a Competitor	8
	6.5	Leave of Absence	8
	6.6	Assignments and Transfers	8
7	CORPORATE EVENTS		8
	7.1	Change of Control Prior to the Vesting Date	8
8	AMENDMENT AND TERMINATION OF THE PLAN		8
9	APPLICABLE LAW		9
10	PENSION TREATMENT		9
SCHEDULE 1			10
1	APPLICATION OF THIS SCHEDULE		10
2	CONSEQUENCES OF VESTING — RESTRICTED STOCK UNITS		10
3	CODE SECTION 409A		10
SCHEDULE 2			11
1	APPLICATION		11
2	SHORT TERM INCENTIVE EQUITY AWARD		11

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3	VOLUNTARY DEFERRAL AWARDS	11
4	TERMINATION OF EMPLOYMENT	11

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1Definitions and Interpretation

1.1Definitions

In this Plan, unless the context otherwise requires, the following words and expressions will have the following meanings:

Award	an award granted under this Plan in such form and pursuant to such terms and conditions as the Board will determine.
Board	the Company’s Board of Directors or, to the extent permitted by Applicable Law, the Board’s delegate(s).
Company	Alcon Inc. or any of its subsidiaries, as applicable.
Compensation Ordinance	The ordinance of the Swiss Federal Council against excessive compensation in listed companies (in German “Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften” or later implementing legislation.
Deferred Bonus Stock Award	Awards granted under the plan collectively, and defined as STI Equity Awards and Voluntary Deferral Awards.
Eligible Employee	any employee or group of employees of the Company or any director, including, but not limited to members of the Executive Committee and the Company’s key executives, as the Board shall determine.
Participant	An Eligible Employee who is selected by the Board to participate in the Plan as set forth herein, as may be amended and in effect from time to time.
Plan	The Alcon AG Deferred Bonus Stock Plan as set forth herein, as may be amended and in effect from time to time.
Restricted Stock Award (RSA)	An award of Shares subject to restrictions in accordance with the Plan.
Restricted Stock Unit (RSU)	A right to receive Shares or cash under the Plan.
Retirement	the Termination of Employment after having attained age 55 or older and having completed at least 10 years of Service provided that if required by Applicable Law, an alternative definition may be used.
Rules	The rules of the Plan (including all Schedules).
Schedule	A supplement to the Rules.
Short Term Incentive (STI) Award	An award made under the Short Term Incentive Plan.
STI Equity Award	An award granted under this plan that is made as a result of receiving a portion of the Participant’s STI Award in equity, pursuant to 3.7.5 of the Alcon Short Term Incentive Plan.
Short Term Incentive Plan	The rules of the cash based Short Term Incentive Plan established by the Board on April 9, 2019, which operates in conjunction with this Plan.
Voluntary Deferral Award	a Deferred Bonus Stock Award which is made as a result of Voluntary Deferral of Short Term Incentive Award, pursuant to 3.8 of the Alcon Short Term Incentive Plan.

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1.2Interpretation

Unless the context requires otherwise:

(a)words importing the singular include the plural and vice versa;

(b)the word “includes” is not a word of limitation;

(c)the masculine includes the feminine and vice versa;

(d)headings and boldings are for convenience only and do not affect the interpretation of these Rules;

(e)references to a person will include bodies corporate and unincorporated and any successors or assignees;

(f)reference to any enactment or statutory provision will be construed to include a reference to that enactment or provision as from time to time amended, re-enacted or replaced and will include any subordinate legislation made under the enactment; and

(g)any reference to writing or written form will include any legible format capable of being reproduced on paper, irrespective of the medium used.

Each provision in these Rules is entirely separate and independent from the other provisions.  If any provision is found to be invalid, it will be deemed never to have been part of these Rules and this will not affect the validity or enforceability of any of the remaining provisions of this Plan.

2Purpose of the Plan

The purpose of the Deferred Bonus Stock Plan (the “Plan”) is to attract and retain highly qualified associates, and to obtain from each the best possible performance in order to achieve particular business objectives established for Company by its Board or the Board’s delegates.

These Rules set out the terms upon which the Plan is operated and are the terms of the contract relating to an Award between the Company and the Participants who are granted Awards by the Board at its sole discretion.

Where an Award is made to a Participant who is resident in or otherwise subject to a particular jurisdiction or employee group covered by a Schedule to these Rules or where an Award is designated as a particular Award type covered by a Schedule to these Rules, the provisions of the relevant Schedule modify the Rules.

Unless otherwise provided herein or determined otherwise by the Board, all provisions of the Alcon Inc. Long Term Incentive Plan shall apply to Awards granted under this Plan.  In addition, any capitalized terms used in this Plan but not defined in this Plan shall have the meaning ascribed to them in the Alcon Inc. Long Term Incentive Plan.

3Shares Subject to the Plan

3.1Shares Subject to the Plan.  Subject to the provisions of Rule 8 of the Alcon Inc. Long Term Incentive Plan, the maximum aggregate number of Shares that may be issued under the Plan is 1,500,000 Shares.  The Shares may be authorized, but unissued, or Shares reacquired by the

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Company.  Notwithstanding the foregoing, subject to the provisions of Rule 8 of the Alcon Inc. Long Term Incentive Plan, in no event shall the maximum aggregate number of Shares that may be issued under the Plan exceed the number set forth in this Rule 3 plus, to the extent allowable under Applicable Law, any Shares that again become available for issuance pursuant to lapsed awards as set forth below.

3.2Lapsed Awards.  To the extent an Award should be forfeited for any reason without having been settled in full, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards.  Shares issued under the Plan and that are later forfeited to the Company due to the failure to vest or reacquired by the Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a Participant’s Termination of Employment) shall again be available for future grant under the Plan.  To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.

4Determination of Deferred Bonus Stock Awards

4.1STI Equity Awards

Participants who, in accordance with Rule 3.7.5 of the Alcon Short Term Incentive Plan, receive an STI Equity Award will be granted that award in the form of a Deferred Bonus Stock Award.

4.2Voluntary Deferral Awards

Participants who, in accordance with Rule 3.8 of the Alcon Short Term Incentive Plan, elect to defer any cash portion of a Short Term Incentive Award will be provided a Deferred Bonus Stock Award.

4.3Decisions Relating to Deferred Bonus Stock Awards

In respect of any Deferred Bonus Stock Award, the Board will determine:

4.3.1Whether the Deferred Bonus Stock Award is in respect of Restricted Stock Awards or Restricted Stock Units;

4.3.2Where relevant;

(a)Whether or not the Deferred Bonus Stock Award will carry Dividend Equivalents and, if so, the form of such Dividend Equivalents;

(b)The latest date by which the Participant must complete a form of acceptance of a Deferred Bonus Stock Award;

(c)If the Deferred Bonus Stock Award is not comprised of Restricted Stock Awards or Restricted Stock Units, the form, terms and conditions of any such Deferred Bonus Stock Award;

(d)The Vesting Date or Vesting Dates and any conditions to which the Award is subject;

(e)Whether the Participant is required to sell sufficient Shares to meet Taxation; and

(f)Which, if any, Schedules to the Plan will apply to the Award.

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4.4Determining the number of Shares subject to a Deferred Bonus Stock Award

In order to determine the number of Shares subject or linked to a Deferred Bonus Stock Award, the Board will:

(a)Divide the relevant cash sum by the closing Market Value (at closing of relevant Stock Exchange) of a Share at Grant Date and then, where necessary, round down to the nearest whole Share; or

(b)Apply such other method as the Board may determine in its sole discretion from time to time.

5Settlement of Restricted Stock Units

5.1Settlement of Restricted Stock Units.  Unless otherwise provided by the Board and to the extent permitted by Applicable Law, as soon as practicable following the earlier of (i) the normally scheduled Vesting Date(s) or (ii) a Termination of Employment due to death or Disability and in no event later than 60 days following the applicable event, the Company shall transfer the number of Shares (or pay or procure to be paid a cash sum if the Board has determined that the RSUs will be settled in cash) in respect of which the Award has Vested to the Participant.  The foregoing settlement provisions shall apply even in the event of a Termination of Employment due to special circumstances as specified in Rule 6.3.

6Termination of Employment

6.1Treatment of Unvested Voluntary Deferral Awards

If a Participant terminates Employment for any reason, any Voluntary Deferral Awards will remain 100% Vested.

6.2Treatment of Unvested STI Equity Awards

Any unvested STI Equity Award at the time the Participant Terminates Employment for any reason, other than special circumstances defined in Rule 6.3, will be forfeited on the day the Participant Terminates Employment, unless stipulated otherwise by the Board or under Applicable Law.

Notwithstanding any other part of this Rule 6, the Board may, in its discretion with no obligation to do so, allow (on such terms as the Board decides) a greater proportion of an STI Equity Award to Vest and/ or to accelerate the time at which Vesting occurs.

6.3Termination of Employment Due to Special Circumstances

6.3.1If a Participant Terminates Employment for any of the reasons listed below any unvested STI Equity Awards will not be forfeited at the time of the Participant’s Termination of Employment and will continue to Vest.

(a)Garden Leave;

(b)Retirement;

(c)Termination of Employment by the Participant’s employer (whether or not by notice) other than for misconduct or poor performance;

(d)Termination of Employment as a result of mutual agreement;

(e)The Participant’s employer ceases to be a subsidiary of the Company;

(f)The business for which the Participant works is transferred to a person which or who is not a member of the Company;

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(g)any other reason if the Board so decides.

The Board may determine in the case of Termination of Employment for the reasons specified in Rule 6.3.1(e) or 6.3.1(f) that some or all of the Awards held by relevant Participants will be exchanged in accordance with Rule 8.2 of the Alcon Inc. Long Term Incentive Plan.  For the avoidance of doubt, such continued Vesting will not be conditioned on a release of claims against the Company unless the Board provides otherwise.

6.3.2If a Participant terminates Employment for either of the reasons listed below, any unvested STI Equity Awards will not be forfeited at the time of the Participant’s Termination of Employment and will Vest immediately.

(a)Death

(b)Disability

6.4Forfeiture of Awards on Joining a Competitor.  To the extent permitted by Applicable Law, in the event that the Participant, in the period commencing on termination and ending immediately following the relevant Vesting Date, becomes an employee or director of (or otherwise provides services to) a Competitor then all STI Equity Awards held by that Participant will be immediately forfeited.

6.5Leave of Absence.  A Participant who is on an approved leave of absence will be deemed to remain in Employment until any date on which the Participant indicates that he will not be returning to work or otherwise leaves Employment on a permanent basis.  At the time of any such notification or if the Participant otherwise terminates Employment on a permanent basis, the Participant’s Employment will be treated as having terminated and the Participant’s Award will be dealt with accordingly under the Plan.

6.6Assignments and Transfers.  If a Participant is sent on an international assignment or is transferred to another entity within the Company, this will not be considered as Termination of Employment under the Plan.  The treatment of assignments and transfers is subject to the rules of the Alcon Compensation Guidelines.

7Corporate Events

7.1Change of Control Prior to the Vesting Date

7.1.1Deferred Bonus Stock Awards - Short Term Incentive Award Equity Grant

See Rule 8 of the Alcon Inc. Long Term Incentive Plan for purposes of determining vesting upon a Change of Control prior to the Vesting Date of an STI Equity Award.

7.1.2Deferred Bonus Stock Awards — Voluntary Deferral of Short Term Incentive Award

If a Change of Control occurs or is anticipated to occur prior to the Vesting Date of a Deferred Bonus Stock Award resulting from the Voluntary Deferral of a Short Term Incentive Award, then each such Award will Vest on the Change of Control or at such earlier point as the Board will determine.

8Amendment and Termination of the Plan

The Board may at any time change the Plan (including amending or adding Schedules to the Plan) in any way.  The Board will give notice of any changes to any Participant.  The Board may terminate the Plan at any time.  Termination will not affect existing Deferred Bonus Stock Awards.

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9Applicable Law

This Plan and all Awards granted under it will be governed by and construed in accordance with the laws of Switzerland, under express exclusion of any provisions of conflict of laws.

The Board may resolve conclusively all questions of fact or interpretation concerning the Plan and has the authority to resolve any dispute of any kind that arises under or in connection with the Plan.  In the event a dispute escalates to require resolution by a court, the dispute will exclusively be resolved by the Courts of Fribourg, Switzerland.

10Pension Treatment

Subject to the terms and conditions of each applicable arrangement, any amount deferred under this Plan, and any payment made under this Plan, may be taken into account for the purposes of calculating pension contributions, except to the extent taking such amount or payment into account would be duplicative in such calculations of (i) the portion of the Short Term Incentive Award issued as an STI Equity Award or (ii) the amount that constitutes a Voluntary Deferral into an award under this Plan.

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Schedule 1

United States

1Application of this Schedule

When Deferred Bonus Stock Awards under the Plan are to be granted, the Board may determine that this Schedule applies, in which case such Awards will be subject to all the provisions of the Alcon AG Deferred Bonus Stock Plan save as modified below.

Shares subject to the Deferred Bonus Stock Awards under the Plan are intended to be registered under the United States Securities Act of 1933.

2Consequences of Vesting — Restricted Stock Units

Rule 5.1 shall also include the following language:

“If this 60-day period crosses two calendar years, the Participant shall not be permitted to determine the year of payment.  If the Board determines that a release of claims shall be required to earn any payment, the payment shall be made in the second year.  In the case of United States participants such Termination of Employment must constitute a “separation from service” under US Code Section 409A.”

3Code Section 409A

Notwithstanding anything under the Plan to the contrary, to the extent applicable, it is intended that the Plan as it applies to Participants will comply with the provisions of Code Section 409A and the Plan and all applicable Deferred Bonus Stock Awards be construed and applied in a manner consistent with this intent.  In furtherance thereof, in the case of United States participants, Termination of Employment must constitute a “separation from service” under US Code Section 409A.”  In addition, any amount constituting a “deferral of compensation” under Treasury Regulation Section 1.409A-1(b) that is payable to a Participant upon a separation from service of the Participant (within the meaning of Treasury Regulation Section 1.409A-1(h)) (other than due to the Participant’s death), occurring while the Participant will be a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) of the Company (as limited by Code Sections 414(b), (c), (m) and (o)), will not be paid until the earlier of:

(a)The date that is six months following such separation from service; or

(b)The date of the Participant’s death following such separation from service.

Notwithstanding any provision of the Plan to the contrary, to the extent that a Deferred Bonus Stock Award constituting a “deferral of compensation” subject to Code Section 409A will be deemed to be vested or restrictions lapse upon the occurrence of a Change of Control, and if such Change of Control does not constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)), then even though such Award may be deemed to be vested or restrictions lapse, payment will only be made to the extent necessary to comply with the provisions of Code Section 409A, to the United States participant on the earliest of:

(a)The Participant’s separation from service, the date payment otherwise would have been made pursuant to the regular payment terms of the Award; or

(b)The Participant’s death.

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Schedule 2

Alcon DBSP Plan Switzerland

1Application

When Awards under the Plan are to be granted, the Board may determine that this Schedule applies, in which case such Awards shall be subject to all the provisions of the Plan save as modified below.

2Short Term Incentive Equity Award

Under this Schedule 2, Participants who, in accordance with Rule 3.7.5 of the Alcon Short Term Incentive Plan, receive a portion of any Short Term Incentive Award in the form of Equity (Equity STI Award) have the choice to receive such an award in the form of either:

(a)Restricted Stock Award; or

(b)Restricted Stock Unit.

The Board may determine that any Equity STI Award in the form of Restricted Stock Awards or Restricted Stock Units may be subject to a Mandatory Blocking Period.

Furthermore, the Board may offer Participants an Additional Blocking Period for Restricted Stock Awards after the expiry of the Mandatory Blocking Period.

The blocking choices and the terms of the blocking will be determined by the Board from time to time.

3Voluntary Deferral Awards

Participants who in accordance with Rule 4.2 receive a proportion of the gross amount payable in respect of an Short Term Incentive Award in the form of a Voluntary Deferral Award under this Schedule 2, will not have the right to choose between Restricted Stock Awards or Restricted Stock Units and will always receive their Voluntary Deferral Award in the form of Restricted Stock Awards.

1.The Board may determine that any Voluntary Deferral Award in the form of Restricted Stock Awards may be subject to a Mandatory Blocking Period.

2.Furthermore, the Board may offer Participants an Additional Blocking Period for Restricted Stock Awards after the expiry of the Mandatory Blocking Period.

3.The blocking choices and the terms of the blocking will be determined by the Board from time to time.

4Termination of Employment

If a participant Terminates, the following Rules will apply with regards to any outstanding Blocking Periods:

(a)If a Participant Terminates Employment as a result of his death or Disability, all Mandatory and Additional Blocking Periods will cease to apply immediately.

(b)If a Participant Terminates Employment for any reason other than death or Disability all Mandatory and Additional Blocking Periods will continue to apply.

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(c)If, for any reason, a blocking period is lifted and terminates to apply with regard to a Restricted Stock Award, the reduced taxation on the discounted tax value ceases to apply and the Participant will immediately be taxed in respect of the difference.  Special rules may apply in case a participant at the time of the unblocking is no longer employed under a Swiss employment contract.

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EX-99.3

Exhibit 99.3

Alcon Swiss Employee Share Ownership Plan (ESOP)

Adopted on April 9, 2019

Adopted by the Board of Directors of Alcon Inc. on April 9, 2019, and effective in relation to awards made on or after April 10, 2019

Contents
1	Definitions and Interpretation	1
2	Purpose of the Plan	3
3	Shares Subject to the Plan	4
4	Entitlement to Participate	4
5	Payment of the Variable Incentive	5
6	Allocation of Additional Shares	6
7	Lock-In of Acquired and Additional Shares	6
8	Discount Rates of the Swiss Tax Administration	7
9	Termination of Employment	7
10	Corporate Events	9
11	Voting Rights and Dividends	10
12	Participant Rights and Obligations	10
13	Board’s Powers	12
14	Plan Administration	12
15	Data Protection	12
16	Compliance with Law and Articles of Incorporation	13
17	Applicable Law	13

1Definitions and Interpretation

1.1Definitions

In this Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Acquired Shares	Shares acquired under the ESOP corresponding to 100% or 50% of the Participant’s Variable Incentive.
Additional Share	Free share allocated by the Company to the Employee for every two Shares acquired with the Variable Incentive after expiry of Mandatory Vesting Period.
Articles	the Articles of Incorporation of the Company as amended from time to time.
Blocked Shares	Shares which are still subject to a fixed or selected Lock-In Period.
Board	the Company’s Board of Directors or, to the extent permitted by Applicable Law, the Board’s delegate(s).
Change of Control	any of the following:
	(a)   any person or group of persons who are acting together purchase or otherwise become the beneficial owner or has the right to acquire such beneficial ownership (whether or not such right is exercisable immediately or subject to passage of time or other conditions) of voting securities representing more than 50% of the combined voting power of all outstanding securities of the Company;
	(b)   the merger or consolidation of the Company with or into another corporation as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity are or will be owned by the former shareholders of the Company; or
	(c)   the sale of all or substantially all of the Company’s business and/ or assets to a person or entity which is not a subsidiary of the Company.
	provided that an Internal Reorganisation shall not be a Change of Control.
Code of Conduct	the Code of Conduct adopted by the Company which describes the fundamental principles concerning ethical business conduct as amended from time to time.
Company	Alcon Inc. or any of its subsidiaries, as applicable.
Compensation Ordinance	the ordinance of the Swiss Federal Council against excessive compensation in listed companies (in full German

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	“Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften”.
Date of Acquisition of Shares	the date on which the acquired Shares or Additional Shares are entered in the Share register and from which they are kept in the Depositary Account.
Dealing Day	a day on which the Swiss Exchange (SIX) is open for business.
Depositary Account	the account designated by the Company in which the Shares are administered and kept.
Discount	the reduction of the market value of the Shares available to Participants subject to Swiss tax; the amount of Discount depends on the length of the selected Vesting Period.
Eligible Employee	any employee or group of employees of the Company or any director, including, but not limited to members of the Executive Committee and key executives, as the Board shall determine.
Employer	the Company or a subsidiary of the Company under which the Eligible Employee or Participant is or was employed.
ESOP	the Employee Share Ownership Plan.
Lock-In Period	the period during which the Participants cannot dispose of their Shares pursuant to the Rules, i.e. the Shares cannot be sold, given away or otherwise transferred.
Mandatory Lock-In Period	3-year Lock-In Period calculated from the Dealing Day on which the acquisition of the Blocked Shares occurs.
Market Value	the closing price of the Shares on the Swiss Stock Exchange (SIX) on the Dealing Day of a stipulated Reference Date (or if there is no such price on that date previous Dealing Day for which such closing price is available).
Participants	Eligible Employees participating in the ESOP.
Purchase Price	corresponds to the Market Value.
Reduced Market Value	the equivalent to the Market Value minus the discount applied throughout the duration of the selected Vesting Period.
Registered Share	a Share registered in the name of a particular person.
Retirement	the Termination of Employment after having attained age 55 or older and having completed at least 10 years of Service provided that if required by Applicable Law, an alternative definition may be used.
Rules	the rules of the Plan (including all Schedules).
Share	or “Stock” means an ordinary share of the Company.

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Share Price	the current value of a Share on the Swiss Stock Exchange.
Subscription Period	the period during which Participants can enter their subscription request.
Swiss Stock Exchange	SIX Swiss Exchange AG, Zurich.
Termination of Employment	For the purposes of the Plan, occurs when a Participant ceases employment with the Company.
Variable Incentive	the compensation component to which there is no legal entitlement and which is paid dependent on the business results and the personal performance and behavioural assessments of the Employee.
Voluntary Lock-In Period	Selection of extended Lock-In Periods of 5 or 10 years for Blocked Shares, or 3, 5 or 10 years for Additional Shares, whereby Participants with a tax liability in Switzerland can reduce their taxable income and thus the income subject to social security contributions.
Voting Right	the right of shareholders to vote on the matters included on the agenda at the General Meeting of Shareholders of the Company.

1.2Interpretation

In these Rules, except insofar as the context otherwise requires:

(a)words denoting the singular shall include the plural and vice versa;

(b)words importing a gender shall include every gender;

(c)reference to any enactment or statutory provision shall be construed to include a reference to that enactment or provision as from time to time amended, re-enacted or replaced and shall include any subordinate legislation made under the enactment;

(d)headings are provided for reference only and shall not be considered as part of this Plan; and

(e)a reference to writing or written form shall include any legible format capable of being reproduced on paper, irrespective of the medium used.

Each provision in these Rules is entirely separate and independent from the other provisions. If any provision is found to be invalid, it shall be deemed never to have been part of these Rules and this shall not affect the validity or enforceability of any of the remaining provisions of this Plan.

2Purpose of the Plan

The Company has adopted the ESOP to encourage all employees in Switzerland to invest in the Company.

The ESOP program is linked to the Participant’s Variable Incentive, thereby complementing the overall objective of rewarding Employees for sustained outstanding performance.

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The Rules set out the terms and conditions for participation in the ESOP.

3Shares Subject to the Plan

3.1Shares Subject to the Plan

Subject to the provisions of Rule 10 of the Plan, the maximum aggregate number of Shares that may be delivered under the Plan is 475,000 Shares.  The Shares may be issued out of conditional share capital of the Company or be Shares reacquired by the Company.  Notwithstanding the foregoing, subject to the provisions of Rule 10 below, in no event shall the maximum aggregate number of Shares that may be delivered under the Plan exceed the number set forth in this Rule 3 plus, to the extent allowable under applicable law, any Shares that again become available for delivery pursuant to lapsed awards as set forth below.

3.2Lapsed Awards

To the extent an award should expire or be forfeited for any reason, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future awards.

4Entitlement to Participate

4.1Overview

The Board or any of its representatives may, at its sole discretion, approve participation of any permanent Employees, who are not under notice at the time of acquiring Shares under the Rules and who are not excluded otherwise.

4.2General Participation Rights

All permanent Employees of Alcon, with the exception of members of the Executive Committee Alcon (ECA), Executive Leadership Team (ELT) and Alcon Top Leaders (ATL), who are not under notice at the time of purchasing Shares in this scheme are eligible to participate in the ESOP.

However, all rights under the plan are at the sole discretion of the employer. Participation in this plan is personal and non-transferable for all entitled Employees.

4.3Limited Participation Rights for Employees with GJFA Level 1-3

Employees with Job Level 1-3 may invest their annual cash incentive to purchase Acquired Shares in accordance with the ESOP regulations, but are not entitled to receive any Additional Shares under the Plan.

4.4Termination of Employment

Upon Termination of Employment, all entitlements to receive any new awards under the Plan will generally cease.

4.5Retirement

Employees who retire before the time-period for purchasing Shares are not eligible to participate in ESOP.

4.6International Assignees and Intra-Company Transfers

The entitlement to participate and the applicable regulations for international assignees are laid down in the Alcon Compensation Guidelines.

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4.7Reference Date for Determining Entitlement to Participate

The associate’s Job Level as of 31st October of the respective performance year (Reference Date) is relevant for the entitlement to participate.

For new hires after 31st October of the respective performance year the respective Job Level at the new hire date will be relevant for the eligibility.  The Board may define the group of entitled Employees and participating companies at its own discretion.

4.8Participants who become members of the ECA, ELT or ATL after the Reference Date

Participants who become or became members of the ECA or an ATL after the Reference Date are not eligible to acquire any future shares under the ESOP.

Allocations of additional shares after expiry of the Lock-In period (pursuant to Rule 6) shall still be granted insofar as they are allocated for Variable Incentive from previous years, before becoming a member of the ECA, ELT or ATL.

5Payment of the Variable Incentive

5.1Entitlement to Shares in Lieu of Cash

Entitled Employees have the option of receiving the Variable Incentive component of their compensation in the form of cash, in the form of Shares or partly in cash and partly in Shares.

The following alternatives are possible:

·100% in Shares, or

·50% in Shares and 50% in cash, or

·100% in cash

5.2Calculation of the number of Shares a Participant may acquire

The Purchase Price on the day stipulated each year by the Board is used for calculating the number of Shares which a Participant may acquire with his/her Variable Incentive compensation. The Acquired Shares are subject to a Mandatory Lock-In Period as set out in Rule 7.1.

5.3Fractional Shares

If the value of the Variable Incentive divided by the Share purchase price does not result in a whole number of Shares, the number is rounded up to the next whole number of Shares, unless the Board determines otherwise.

5.4Process and Settlement

This right to make a choice may be exercised by a timely transmission of the subscription request in the format specified by the Company. Participants who do not transmit their subscription request within the deadline in the specified format are deemed to have waived their right to purchase the Shares and the Variable Incentive shall be paid out in cash.

Settlement of the Shares will take place as soon as practicable following the Variable Incentive payment.

5.5Pensionable Income

Regardless of whether the Variable Incentive is paid out in the form of Shares, cash or a combination thereof, the total incentive paid out is insured as a variable income component

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according to the pension regulations and is subject to the corresponding obligations of the Company and its Participants in respect of contributions.

6Allocation of Additional Shares

6.1General

After the Mandatory Lock-In Period as set forth in Rule 7.1 has elapsed, Participants shall receive one Additional Share for every two Acquired Shares, unless they are no longer employed by the Company when the Mandatory Lock-In Period expires. The Additional Shares are generally at the free disposal of the Participants, provided that no Voluntary Lock-In Period has been elected as set out in Rule 7.2.

6.2Market Value of Additional Shares

The Market Value of Additional Shares corresponds to the closing price on the Swiss Stock Exchange on Dealing Day of the day stipulated each year by the Board.

The Market Value of the total number of Additional Shares received is used for calculating the taxable income from Shares and the level of social security contributions.

6.3Fractional Shares

If the number of Additional Shares received based on the number of Acquired Shares (divided by two) does not result in a whole number of Shares, the resulting number of Shares is rounded up to the next whole number of Shares, unless the Board determines otherwise.

6.4Settlement

Settlement of the Additional Shares takes place as soon as practicable after the date the mandatory Lock-In Period expires.

6.5Not Pensionable Income

For the avoidance of doubt, the Additional Shares received under the Plan are not pensionable and do not count in relation to the calculation of benefit under programmes such as life cover, income protection or continuation, medical or such other benefits as the Board may determine.

7Lock-In of Acquired and Additional Shares

7.1Lock-In Period for Acquired Shares

For Shares acquired within the framework of the ESOP, an internal 3-year Mandatory Lock-In Period applies with effect from the respective Dealing Day defined by the Board.

Participants liable for tax in Switzerland may reduce their taxable income, and thus the income on which social security contributions are due, by opting for longer Lock-In Periods of 5 or 10 years as defined in Section 1.1 (the Voluntary Lock-In Period).

For all other Participants, tax obligations are dependent on the relevant national laws.

The option of a longer Lock-In Period does not have any influence on the allocation of Additional Shares after the Mandatory Lock-In Period has elapsed.

During the Mandatory Lock-In Period, the Shares may be neither sold, nor given away nor assigned to others (except in the case of death).

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7.2Lock-In Period for Additional Shares

The Additional Shares are in principle at the free disposal of the Participants.

Participants liable for tax in Switzerland may reduce their taxable income, and thus the income on which social security contributions are due, by opting for Lock-In Periods of 3, 5 or 10 years on their Additional Shares received at the end of the Mandatory Lock-In Period.

For all other Participants, tax obligations are dependent on the relevant national laws.

If Participants wish to opt for Voluntary Lock-In Periods on their Additional Shares, as described above, they must notify the Company of this decision within the appointed time, indicating the desired Lock-In Period.  If no such notification is given, the Additional Shares shall be settled and deposited in the Participant’s account as freely available Shares.

During the Voluntary Lock-In Period, the Shares may be neither sold, nor given away nor assigned to others (except in the case of death).

8Discount Rates of the Swiss Tax Administration

Due to the Mandatory Lock-In Period for Acquired Shares or selected Voluntary Lock-In Period for Additional Shares, the following Reduced Market Values may be applied for to the calculation of contributions to the social security authorities and the calculation of taxable income (applicable only for those subject to taxation in Switzerland):

Lock-In period	Discount		Reduced market value
3 years	16.038	%	83.962	%
5 years	25.274	%	74.726	%
10 years	44.161	%	55.839	%

These values are subject to change by the Swiss Federal Tax Administration from time to time.

Please note that the above discount rates are subject to evaluation and approval by the respective local tax authorities.

9Termination of Employment

9.1General

Termination of the employment contract before the Mandatory Lock-In Period has elapsed results as a matter of principle in the following consequence at the time of termination:

(a)No allocation of Additional Shares;

(b)Release of Blocked Shares that are still subject to a Mandatory or Voluntary Lock-In Period, and back-calculation of taxes and contributions to the social security authorities due to the effective expiry of the Lock-In Periods, with corresponding subsequent charges of taxes and social security contributions in the month when employment ends;

(c)Blocked Shares need to remain in a company’s designated share deposit.  Freely disposable shares can be transferred to a depositary designated by the Employee at any time, except in the event of Death (Rule 9.4).

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9.2Retirement

If Retirement occurs before the company Mandatory Blocking Period has elapsed, the following treatment of Blocked Shares applies at the time of retirement:

(a)Allocation and settlement of Additional Shares pro rata (1/36 for every completed month since the start of the Lock-In Period for Purchased Shares).  For these Additional Shares, associates also have the option of opting for a Lock-In Period of 3, 5 or 10 years

(b)Purchased Shares and Additional Shares deposited in the safekeeping account remain blocked until the end of the Lock-In Period set by the Company or chosen by the Participant.

9.3Termination of Employment for Other Good Reasons

If a Participant ceases employment with the Company because of:

(i)termination of employment by the employer other than for misconduct or poor performance;

(ii)termination of the employer’s affiliation with the Company due to a demerger;

(iii)outsourcing of the business unit for which the Employee is working and transferal of the demerged business unit to a company which, or individual who, is not part of the Company;

the following activities will take place at termination of employment:

(a)Allocation and taxation of the Additional Shares on a pro rata basis (1/36 per month completed since the beginning of the Mandatory Lock-In Period(s) of the Shares acquired), in the form of freely available Shares, and settlement of social security contributions are generally carried out one month after employment ends.

(b)Release of the Blocked Shares, which are subject to a Mandatory, or Voluntary Lock-In Period, and back-calculation of taxes and contributions to the social security authorities due to the effective expiry of the Lock-In Periods, with corresponding subsequent charges of taxes and social security contributions in the month when employment ends.

9.4Death and Disability

Termination of employment due to death or full disability following the declaration by a competent authority results in the following activities at termination of employment:

(a)Allocation and taxation of the full entitlement to Additional Shares in the form of freely available Shares, and settlement of social security contributions, are generally carried out in the month following the one in which the Participant died or was declared disabled.

(b)Release of the Blocked Shares which are subject to a Mandatory or Voluntary Lock-In Period, and back-calculation of taxes and contributions to the social security authorities due to the effective expiry of the Lock-In Periods, with corresponding subsequent charges of taxes and social security contributions, generally in the month when the Participant died or was declared disabled by the corresponding authorities.

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(c)In the event of a Participant’s death, the Shares need to be transferred to a depositary account designated by the heirs.

10Corporate Events

10.1Change of Control

In the event a Change of Control occurs, or is anticipated to occur, all Blocked Shares shall be released at the time of the Change of Control (or at an earlier date determined by the Board) as follows:

(a)Allocation and taxation of the Additional Shares on a pro rata basis (1/36 per month completed since the beginning of the Mandatory Lock-In Period(s) of the Shares acquired), in the form of freely available Shares, and settlement of social security contributions are generally carried out one month after the Change of Control takes place.

(b)Release of the Blocked Shares which are subject to a Mandatory or Voluntary Lock-In Period, and back-calculation of taxes and contributions to the social security authorities due to the effective expiry of the Lock-In Periods, with corresponding subsequent charges of taxes and social security contributions in the month when the Change of Control takes place or when the date determined by the Board falls (or as soon as practicable).

(c)Shares placed in a Depositary Account will be transferred to a depositary account specified by the Participant.

Notwithstanding the above provisions set out in Rule 10.1, the Board may arrange, at its sole discretion, for a greater number of Additional Shares to be transferred.  Alternatively, the Board may determine that some or all of the Shares will be automatically exchanged for other shares pursuant to Rule 10.2 below, or the Board may confer on Participants the right to choose between having the Shares exchanged or released or transferred.

10.2Exchange of Shares

If the Board decides that part or all Shares will be exchanged:

(a)If the Share exchange is effected by replacing acquired Shares or exchanging the entitlement to Additional Shares for shares or an entitlement to shares in the company which is offering the Share exchange;

(b)the new exchanged shares shall have the same Lock-In Periods and conditions as those which have been replaced;

(c)the new shares are subject to the Rules in the same way as the exchanged Shares;

(d)the Rules shall continue to apply in such a way that any reference to Shares shall be understood as a reference to the new shares or entitlement to shares; and

(e)all provisions of the ESOP shall apply, including any amendments to the Rules by the Board.

10.3Demerger, variation of Share capital and other corporate events

If the Board determines or expects that the Company’s share capital will be increased or reduced, or that the capital structure affected by the issuance of options, by a stock split, consolidation or reduction of share capital, the demerger of a part of the Company or by a dividend (excluding the payment of an ordinary dividend) or a liquidation or any other event

9

(other than a Change of Control) which, according to the opinion of the Board, could affect the current and future value of a Share, then the Board may:

(a)adjust Share grants and Share awards in such a manner as they consider appropriate;

(b)allow that all or a part of the Blocked Shares will be released (for all or some Participants), subject to any other conditions that the Board may choose to combine with this measure; and/ or

(c)require some or all Shares to be exchanged under Rule 10.2.

11Voting Rights and Dividends

With the effect from the date of acquisition of Acquired Shares and the date of Allocation of Additional Shares, Participants have voting rights and a right to dividends with regards to such Shares.

The right to dividends also applies to newly acquired Shares, even if the Shares have not yet been entered in the shareholders’ register at the time when the dividends are paid out.  These dividends shall be paid to Participants retrospectively and separately in the form of a one-off payment once the number of acquired Shares is known.  Any Swiss social security contributions (employee and employer contributions) due on this one-time payment will be borne by Alcon.

12Participant Rights and Obligations

12.1General

The rights and obligations of a Participant under the terms of his or her office, employment or contract are not affected by becoming a Participant.  The Rules do not form part of, and will not be incorporated into, any contract between a Participant and the Company or any of its representatives.

Nothing in the Plan confers any benefit, right or expectation on a person who is not a Participant.

12.2No Employment Rights

Participants do not have any right to continued employment with the Company because of participating in the Plan, nor are they entitled to any compensation or damages if any benefit under the Plan is reduced or cancelled because of applying the Rules.

The Plan is discretionary and is not part of the any employment contract of a Participant with the Company or with the Company.  Neither does the Plan create any contract between the Participant and the Company, nor does the Plan give rise to a claim or legal entitlement to compensation for the Participant.  The Plan may be changed or cancelled by the Board in its absolute discretion.  Any future awards may therefore be changed or cancelled at any time.

12.3No Continued Entitlement

Selection as a Participant refers only to the participation for the one grant year and does not guarantee a right of participation in the Plan in any subsequent year even if awards have been granted repeatedly in the past.

12.4Clawback of Additional Shares

Participants must adhere at all times to applicable laws, the Articles, the Company’s organisational regulations, the Code of Conduct and all applicable Company or employer

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policies, procedures and guidelines.  If, in the reasonable opinion of the Board, a Participant fails to comply with any such laws, Articles, regulations, Code of Conduct, policies, procedures and/ or guidelines in all material respects then the Board may determine that:

(a)all entitlements to Additional Shares or allocated Additional Shares (whether blocked or freely available), which the Participant holds, shall be forfeited;

(b)all Additional Shares transferred to the Participant under the ESOP after the end of the Lock-In Period shall revert to the Company and must be returned to the Company;

(c)the Participant must repay gross proceeds from the sale of some or all Additional Shares which were transferred to him and unblocked; and

(d)the Participant must repay any gross payments made to him under the ESOP.

12.5Non-Transferability of Awards

Unless specifically permitted under the Plan or with the prior written consent of the Board or its representatives, awards that have not vested or any rights in respect of any unvested award may not be transferred, assigned or otherwise disposed of other than by will or by the laws of descent or distribution.  The designation of a beneficiary by a Participant will not constitute a transfer.

12.6Tax, Social Security and Other Charges

As a condition of accepting any benefit in respect of an award, the Participant (or in the case of the Participant’s death or a permitted transferee, the person holding or exercising the award) agrees to make such arrangements as the Company may require for the satisfaction of (and will indemnify the Company against) all taxes, social security contributions and other levies for which he is responsible that arise in connection with any Acquired Shares and any Additional Shares.

The Company and/ or the employer of a Participant may make such arrangements that are considered necessary to meet any liability to pay or account for such taxes (including selling sufficient Shares to meet such liability and accounting for the proceeds of sale to the Company or the employer).  The Participant will promptly do all things necessary to facilitate any such arrangements.  Lock-In and the transfer of Shares to him can be delayed until he does so.

12.7Depository Account Administration Fees

The Board retains full decision-making authority on the method of and responsibility for how the Plan will be administered.  By joining the Plan, Participants should take note of the fact that, depending on the administration arrangements, any market-based deposit account administration and transaction costs must be borne by the Participant.

12.8Participant to Provide Information

By accepting any benefit in respect of the Plan, a Participant agrees to provide promptly any information or do any other thing reasonably required by the Board or other relevant person in relation to this Plan for the purpose of:

(a)compliance by that person with its tax affairs or other legal or regulatory obligations; or

(b)facilitating the operation of this Plan.

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12.9Confidentiality

A Participant will maintain his or her participation in the Plan in confidence and will not disclose the provisions of the Plan, the Acquired Shares and the Additional Shares or the amount of these shares to any person, except to his or her immediate family, tax, legal or financial advisor or to the extent legally required to do so, without prior authorization from the Board.

13Board’s Powers

13.1General

The exercise of any power or discretion, including refraining from exercise, of the Board concerning the Plan or any benefit under the Plan is absolute and unlimited and may be reasonably exercised at any time, subject always to the principle of good faith.  When the Board exercises any of its powers or discretions in a way that will impact a Participant, the Board may (but need not) inform the relevant Participant in such manner as the Board shall determine.

Any decision of the Board in connection with the Plan, the interpretation of the Plan, any related documents or in connection with any dispute relating to the Plan will be final and binding.

13.2Amendment and Termination of the Plan

The Board may at any time change the Plan (including amending or adding Schedules to the Plan) in any way.  The Board shall give notice of any changes to any Participant.

The Board may further terminate the Plan at any time.  Termination will not affect existing rights or benefits under the Plan.

14Plan Administration

The Plan shall be administered by the Board.

The Board may make and vary regulations and policies for the administration and operation of the Plan.

The Board may delegate the exercise of its powers or discretions in relation to the Plan to any one or more persons including, but not restricted to, a sub-committee of the Board for such period and on such conditions as the Board may determine.  In the case of such delegation, and to the extent of such delegation, references herein to the “Board’ shall refer to a delegate of the Board.

The Board may at any time appoint or engage specialist service providers for the operation and administration of the Plan.

15Data Protection

By accepting any benefit in respect of an award, a Participant acknowledges to the holding of personal information about him.  He authorises the Board and its agents and advisers or agents or advisers of the Board to use such information for all purposes relating to the operation and administration of this Plan including, without limitation, making information available to the tax authorities or to any other person engaged with the operation and administration of the Plan.

A Participant further acknowledges that agents of the Board, wherever located, may process data concerning his participation in this Plan and transmit it outside of the European Economic Area (including, without limitation, to Switzerland and to the United States of America).  Each

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Participant acknowledges that the EU Commission considers that the United States of America (and various other jurisdictions) do not have adequate data protection laws.

16Compliance with Law and Articles of Incorporation

16.1Compliance with Law etc.

The Plan is subject to all applicable laws and the Articles. If such law or the Articles require, the terms of any provision of the Plan shall be interpreted and/ or amended and applied to the extent required to comply fully with such law or the Articles.

16.2US Code Section 409A

If an Employee is subject to the provisions of the United States Internal Revenue Code (“IRC”), referred to hereinafter as a US Employee, and if allocations under the Plan for such US Employees are not exempted from application of the regulations of Section 409A IRC, but instead are deemed to be deferred compensation within the meaning of US Treasury Regulation Section 1.409A-1 (b), the Plan shall be interpreted and implemented as far as possible within the scope of the applicable law in such a way as to comply with the requirements of Section 409A IRC as they apply to such US Employee.

To ensure this, the following applies: If a part of the Share allocation or the acquisition of Shares under the Plan is deemed to be deferred compensation as defined by US Treasury Regulation Section 1.409A-1 (b), any option to voluntarily defer compensation shall be exercised in accordance with the requirements of US Treasury Regulation Section 1.409A-2 (a) regarding so-called “initial deferral elections”.  In addition, any amount deemed to be deferred compensation under the Plan in the sense of these regulations and paid to a US Employee when they terminate the employment relationship (as defined in US Treasury Regulation Section 1.409A-1 (h)), with the exception of a payment due to the death of a US Employee, and that US Employee is a “specified Employee” within the meaning of US Treasury Regulation Section 1.409A-1 (i) of the Company (whereby Company here is understood in the sense of Section 414 (b), (c), (m) and (o) IRC), that Employee shall not be paid before the occurrence of one of the following events, whichever is the earliest:

(a)expiry of a six-month period following cessation of employment (separation from service); or

(b)the date of the US Employee’s death following such separation from service.

17Applicable Law

This Plan and all awards granted under it shall be governed by and construed in accordance with the laws of Switzerland, under express exclusion of any provisions of conflict of laws.

The Board may resolve conclusively all questions of fact or interpretation concerning the Plan and has the authority to resolve any dispute of any kind that arises under or in connection with the Plan.  In the event a dispute escalates to require resolution by a court, the dispute will exclusively be resolved by the Courts of Fribourg, Switzerland.

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Alcon Swiss Employee Share Ownership Plan (ESOP)

Election to participate in the Alcon Swiss ESOP for the payment of your potential bonus 2019 until December 31, 2019

In March of the coming year, the potential bonus for the year 2019 will be due for payment. Alcon has designed the Swiss ESOP for the payment of up to all of your potential bonus in the form of Alcon shares. Any shares purchased under the plan are blocked for a mandatory period of 3 years.

Overview

You have the following three options:

1.100% Alcon Shares: Choose this option if you wish to receive your full 2019 potential bonus, which will be paid in March 2020, in form of 100% Alcon shares.

2.50% Alcon Shares/50% Cash: Select this option to receive the 2019 potential bonus in 50% shares. 50% will be paid to you in cash

3.100% Cash: Choose this option if you wish to receive your full 2019 potential bonus paid to you in cash

If you select Option 1 or Option 2, and are not in Job Levels 1 — 3, upon expiry of the mandatory 3-year blocking period, you will receive an additional share for every two released shares acquired within the framework of ESOP, provided that you are still in an employment relationship with Alcon in Switzerland at that time.

Associates who are at a Job Level 1 to 3 can continue to invest their potential 2019 bonus in ESOP shares, but under the applicable ESOP regulations they are not entitled to the allocation of additional ESOP shares.

Election Deadline

You must choose your potential payout option by 31 December 2019 and your choice is binding.  If you do not select anything by 31 December 2019, we shall assume that you wish to forego the purchase of shares and you will receive your full 2019 potential bonus paid to you in cash.

Election

 I wish to use my bonus as follows:

Please select one of the options below by selecting the applicable radio button.

o 100% Shares o 50% Shares/50% Cash o 100% Cash

Voluntary Blocking

The shares purchased are blocked mandatory for 3 years. You have the option of extending the blocking period voluntarily to 5 or 10 years, using the drop down window below.

I select the additional voluntary blocking period as follows:

Please select one of the options below by selecting the applicable radio button.

o None o 5 Years o 10 Years

Conditions

Shares are only allocated on the condition that all requirements outlined in the ESOP regulations have been met.

All details about the ESOP investment will be visible online on your EquatePlus share account, as well as on your salary statement and attachment to your annual Swiss salary statement (Lohnausweis).

The ESOP is fully discretionary and is not part of your employment contract with Alcon (the Company). The ESOP does not create any contractual relationship between you and the Company, nor does the ESOP give you rise to a claim or legal entitlement to compensation. The ESOP may at any time be changed or cancelled by the Company in its absolute discretion (without, of course, taking away vested rights). The ESOP regulations and any future allocation of additional shares may therefore be changed or cancelled at any time. By participating in the ESOP you agree to the terms as set out in the applicable ESOP regulations, and you specifically accept the fully discretionary character of the plan as outlined above.

Confirmation

Surname/First name:

Address:

Postcode and City:

Date:

oI accept and agree to above terms and conditions.

EX-99.4

Exhibit 99.4

ALCON LABORATORIES IRELAND

SHARE PARTICIPATION SCHEME

TRUST DEED & RULES

TRUST DEED

	Title	Page Number
1.	Participating Company Contributions	4
2.	Declaration of Trust	5
3.	Distribution of trust funds	6
4.	Appropriation of Scheme Shares	6
5.	Maintenance of records	6
6.	Participating Companies	7
7.	Replacement of Company	7
8.	Trustee liability and indemnity	9
9.	Costs and Expenses	10
10.	Trustees’ powers and discretions	10
11.	Directions to Trustees	12
12.	Independence of the Trustees	13
13.	Retirement, removal and appointment of Trustees	13
14.	The Residual Fund	14
15.	Trustee remuneration for services	15
16.	Trustees who are Participants	16
17.	Trustees who are directors	16
18.	Trustees who own Shares	16
19.	Trustees meetings	17
20.	Dealing with trust monies	18
21.	Amendment of Trust Deed and Rules	19
22.	Termination of trust	20
23.	Disputes	21
24.	Proof of Claims	21
25.	Governing Law	21

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THIS TRUST DEED is made the 26th day of March 2015

BETWEEN

(1)Alcon Laboratories Ireland Limited, a limited company incorporated in Ireland and registered under Company Registration Number 381537 whose registered office is situated at Cork Business & Technology Park, Model Farm Road, Cork, Co Cork (hereinafter called “the Company”) of the one part; and

(2)Irish Pensions Trust Limited, a limited company incorporated in Ireland under Company Registration Number 20990 whose registered office is situated at 25-28 Adelaide Road, Dublin 2 (hereinafter called “the Trustees” which expression shall include the trustee or trustees for the time being hereof) of the other part.

WHEREAS:

(A)This Trust Deed is supplemental to a resolution of the Board of the Company passed on the 9th day of March 2015 whereby the Board determined to establish the Alcon Laboratories Ireland Share Participation Scheme (hereinafter called “the Scheme”) as an employees’ share scheme for approval by the Revenue Commissioners in accordance with Chapter 1 of Part 17 of and Schedule 11 to the Taxes Consolidation Act 1997 (“the Act”).

(B)In this Trust Deed, unless the context otherwise requires, words and expressions defined in the Rules set out in the First Schedule (hereinafter the “Rules”) shall bear the same meanings and the provisions of the Rules shall be deemed to be incorporated herein.

(C)The Trustees have agreed to act as the first trustees of the Scheme.

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NOW THIS TRUST DEED WITNESSETH and it is hereby declared and agreed as follows:-

1.Participating Company Contributions

1.1Each Participating Company shall pay to the Trustees the amount due from it pursuant to Rule 3 for the purpose of the acquisition of Shares by the Trustees in accordance with the Trust Deed and the Rules as set out in the First Schedule hereto, together with any other amount required to cover any costs, charges and expenses incurred in such acquisition and any other expenses and charges incurred by the Trustees in the operation of the Scheme.

1.2Each Participating Company shall provide the Trustees with all information which is necessary for the purposes of the Scheme and the Trustees shall be entitled to rely on such information in good faith without further enquiry.

1.3Subject as hereinafter provided the Trustees hereby covenant with each Participating Company to apply such sums received for that purpose in the acquisition of Shares in accordance with the Rules and to hold the same once appropriated under trust for the respective Participants entitled thereto.

1.4The Trustees shall hold:

1.4.1any unutilised cash balance arising under paragraph 1.3 hereof; and

1.4.2any income therefrom

to be applied in accordance with Clause 14 hereof.

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2.Declaration of Trust

The Trustees shall hold Scheme Shares upon trust for the benefit of the Participants to whom Scheme Shares have been appropriated in accordance with the Rules, provided always that the Trustees:

2.1shall have no authority to do anything under this deed, and nothing which may be purported to be done under this deed shall have any effect, if the Scheme has not been approved in writing by the Revenue Commissioners as an employees’ share scheme in accordance with Chapter 1 of Part 17 and Schedule 11 of the Act, or if what is purported to be done is in breach of the requirements of Chapter 1 of Part 17 and Schedule 11 of the Act;

2.2shall not dispose of any Scheme Shares whether by transfer to a Participant or otherwise before the end of the Period of Retention applicable thereto except in the circumstances mentioned in Section 511(6)(a), (b) or (c) of the Act;

2.3shall not dispose of any Scheme Shares after the end of the Period of Retention (but before the Release Date) applicable thereto except pursuant to Rule 5.1 nor in such a way that such a transaction would involve a breach of that Participant’s obligations under Section 511(4)(c) or (d) of the Act; and

2.4shall deal with any right conferred in respect of Scheme Shares to be allotted other shares, securities or rights of any description only in accordance with Paragraph 17(b) of Schedule 11 to the Act and as directed by or on behalf of the Participant or any person in whom the beneficial interest in his Shares is for the time being vested.

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3.Distribution of trust funds

Subject to any such direction as is referred to in Section 513(3) of the Act, the Trustees shall pay over to a Participant any money or money’s worth received by them in respect of or by reference to any of his Scheme Shares other than money consisting of a sum referred to in Section 511(4)(c) of the Act or money’s worth consisting of New Shares within the meaning of Section 514 of the Act.

4.Appropriation of Scheme Shares

As soon as practicable after any Scheme Shares have been appropriated to a Participant the Trustees shall give him notice in writing of the appropriation:

4.1specifying the number and description of those Shares; and

4.2stating their Initial Market Value and their Appropriation Date.

5.Maintenance of records

The Trustees shall prepare and keep all such accounts and records as may be required for the purpose of the Scheme and may, as agreed between the Trustees and the Company submit accounts to the Company and the Trustee may, if requested by the Company, cause such accounts to be made up and audited by qualified accountants. In particular the Trustees shall:

5.1maintain such records as may be necessary to enable them to carry out their obligations under Chapter 1 of Part 17 of the Act;

5.2inform a Participant who becomes liable to income tax under Schedule E in relation to the operation of the Scheme of any facts of which they are aware relevant to the determination of that liability; and

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5.3be liable for any liability to tax properly incurred by the Trustees in the course of the operation of the Scheme.

6.Participating Companies

The Company may at any time:

6.1direct that any Subsidiary, not being a party to the Trust Deed, but otherwise eligible to be a Participating Company, shall, upon entering into a deed supplemental hereto in such form as the Company and the Trustees shall require and such Deed having been approved in writing by the Revenue Commissioners, become bound by the provisions hereof; or

6.2by deed supplemental hereto, to which the Trustees shall be a party, declare that any Participating Company shall cease to be bound by the provisions hereof.

7.Replacement of Company

7.1In any of the following events:-

7.1.1If the Company shall cease to carry on business and another body corporate person or firm (whether in contemplation of or after such cessation of business) enters into an agreement with the Trustees to perform the obligations of the Company under the Trust Deed and the Rules; or

7.1.2If the business or a part of the business of the Company is acquired by or vested in any other body corporate person or firm and such other body corporate person or firm enters into an agreement with the Trustees or is bound by virtue of or pursuant to any statutory provision or instrument made

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thereunder or any order of a Court or otherwise to perform the said obligations; or

7.1.3If the Company shall be dissolved by virtue of or pursuant to any statutory provision or any order of the Court made thereunder or otherwise and another body corporate person or firm is bound by virtue of or pursuant to any statutory provision or any order of the Court made thereunder or otherwise to perform the said obligations; or

7.1.4If the Company shall amalgamate or enter into any arrangement having the effect of amalgamation with any other body corporate, person or firm or if the Company desires to be discharged of its duties as the Company and any other body corporate, person or firm enters into an agreement with the Trustees to perform the said obligations;

then in any such event by deed supplemental hereto in such form as the Company and the Trustees shall require and with the prior written agreement of the Revenue Commissioners, the Company shall be thereby released from all the said obligations and such other body corporate person or firm as aforesaid shall be deemed to be substituted for the Company as the person liable to perform the said obligations and the Trust Deed and the Rules shall henceforth have effect as if such other body corporate person or firm had been a party to and had executed the Trust Deed in place of the Company and as if the reference to the Company in the Trust Deed and in the Rules were references to such other body corporate person or firm.

7.2If the Parent Company divests itself of its shareholding in the Company and that shareholding is acquired by or vested in any other body corporate person or firm, the Company and the Trustees may amend the definition of “Parent Company” in Rule 1 of the Rules in accordance with Clause 21 hereof.

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8.Trustee liability and indemnity

8.1The Trustees shall not be liable to satisfy any monetary obligations under the Scheme (including but without prejudice to the generality of the foregoing any monetary obligations to Participants) beyond the sums of money (including income) from time to time in their hands or under their control as Trustees and properly applicable for that purpose.

8.2No Trustee for the time being of the Scheme and no director or employee of any corporate Trustee shall be responsible, chargeable or liable in any manner whatsoever for or in respect of any loss of or any depreciation in or default upon any of the investments, securities, stocks or policies in or upon which any part of the Scheme may at any time be invested or for any delay which may occur from whatever cause in the investment of any monies belonging thereto or for the safety of any securities or documents of title deposited by the Trustees for safe custody or for the exercise of any discretionary power vested in the Trustees by the Trust Deed (including any act or omission by any committee appointed by the Trustees) or by reason of any other matter or thing except fraud or deliberate culpable disregard of the interests of all or of any of the beneficiaries under the Scheme or (in the case only of any Trustee who is engaged in the business of providing a trustee service for a fee) negligence.

8.3Each of the Trustees and each director of any corporate Trustee shall be indemnified by the Participating Companies against all liabilities incurred by such Trustee in the execution of the trusts and in the management and administration of the Scheme other than liabilities arising as a consequence of fraud or deliberate and culpable disregard of the interests of all or any of the beneficiaries under the Scheme or (in the case only of any Trustee who is engaged in the business of providing a trustee service for a fee) negligence.

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9.Costs and Expenses

9.1The costs, charges, expenses and other liabilities of the establishment of the Scheme and of the preparation and execution of the Trust Deed and the Rules shall be borne by the Company or, if the Company otherwise determine, by the Participating Companies.

9.2All costs, charges, expenses and other liabilities of, and incidental to, the administration, operation and determination of the Scheme (including any remuneration of the Trustees and any tax or duty for which the Trustees may be accountable to the Revenue Commissioners arising from or in connection with the Scheme) shall be borne by the Participating Companies in proportion to the Scheme Shares for the time being appropriated to their respective Participants or otherwise as the Company may determine if and to the extent that the same cannot properly be paid by the Trustees out of funds in their hands available for the purpose.

10.Trustees’ powers and discretions

The Trustees shall have the following powers and discretions in addition to those conferred upon them by general law:

10.1full power and discretion to agree with the Company and/or any Participating Company all matters relating to the operation and administration of the trusts of this Trust Deed and so that no person claiming any interest under such trusts shall be entitled to question the legality and correctness of any arrangement or agreement made between the Company and/or any Participating Company and the Trustees in relation to such operation and administration;

10.2power to arrange for the Company or any Participating Company to account to the Revenue Commissioners or other authority concerned for any amounts received by the Trustees pursuant to the

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Scheme and required to be paid to the Revenue Commissioners in respect of income tax or any other payment required by statute;

10.3power for the proper administration and management of the Scheme, to appoint such secretarial or executive officers or staff as they consider desirable, on such terms as they think fit;

10.4power to delegate any business and the exercise of any of the trusts, powers, discretions and duties imposed on them under the Scheme to any person (whether being a Trustee or not) or persons or fluctuating body of persons and such delegation may be made upon such terms and conditions including power to sub-delegate and subject to such regulations as the Trustees may think fit and the Trustees shall not be bound to supervise the proceedings of any such delegate or sub-delegate; provided that notwithstanding any such delegation the Trustees shall be and remain responsible for the administration of the Scheme and for the acts of such persons to whom they may delegate duties in connection with the Scheme;

10.5power to employ and pay for the service of such registrars, solicitors or other professional or business advisers or agents generally as they consider desirable to advise on or transact or concur in transacting any business to be done in connection with the Scheme or for the proper administration and management of the Scheme or otherwise in connection therewith;

10.6power to act on the opinion or advice of or any information obtained from any lawyer, banker, valuer, surveyor, broker, auctioneer, accountant or other expert whether obtained by the Company or by the Trustees or otherwise. Any such opinion, advice or information may be sent or obtained by letter, telegram, telex, facsimile transmission, email, telephone, radiogram or cablegram or other means and the Trustees shall not be liable for acting on any opinion, advice or information purporting to be so conveyed although the same shall contain some error or shall not be authentic; and the Trustees may choose whether to act or not to

11

act on any such opinion, advice or information they shall not, subject to Clause 8 of this Trust Deed, be liable for any loss arising as a result of the decision to act or not to so act;

10.7power to deposit for safekeeping any part of the trust property and the Scheme Shares with any one or more of the Trustees or a custodian or any other persons (including any company or corporation) on behalf of the Trustees on such terms as the Trustees determine including the power for any custodian to appoint a sub-custodian and the Trustees may pay any expenses in connection therewith;

10.8power for any two Trustees (being individuals) or a body corporate acting as a Trustee to give a valid and effectual receipt or discharge for the payment or transfer of any money or other property received by the Trustees; and

10.9power by resolution:

10.9.1to authorise the manner in which cheques and other documents shall be signed on their behalf; and

10.9.2to delegate the signing of such cheques and documents to such persons as they shall think fit.

11.Directions to Trustees

The Trustees shall comply with any reasonable directions given by the Company pursuant to the Trust Deed and the Rules and shall not be under any liability in respect thereof to any Participating Company. In no event may the Company direct the Trustees to distribute any Share or Scheme Share to any Participating Company. Each Participating Company agrees to indemnify the Trustees in respect of any liability arising to any Participant as a result of the Trustees complying with any directions given by the Company pursuant to this Trust Deed and the Rules.

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12.Independence of the Trustees

The Trustees shall administer the Scheme impartially and in strict accordance with the Trust Deed and the Rules. The Company hereby declares and confirms the independence of the Trustees in the exercise of all their functions and obligations under the Scheme and undertakes that it shall not seek to influence them in any manner, save in such manner as is specifically provided for in the Rules or the Trust Deed.

13.Retirement, removal and appointment of Trustees

13.1Any Trustee may retire from the trusts hereby constituted at any time by giving to the Company and the remaining Trustees (if any) not less than three months’ written notice and the retiring Trustee shall upon the expiry of such notice cease to be a Trustee and shall not be responsible for any costs occasioned by such retirement and cessation. In the event that any Trustee who wishes to retire is the sole Trustee of the Scheme or in the event that upon such resignation taking effect there would be only one Trustee of the Scheme and that Trustee is not a body corporate the Company shall appoint a new Trustee on or before the date when such retirement is to take effect.

13.2Where a body corporate is acting as sole Trustee the Company may by resolution of the Board, with the prior written approval of the Revenue Commissioners, remove that Trustee from office and upon the passing of such resolution the removal shall be immediately effective. Alternatively the Company may by deed remove a Trustee from office.

13.3The Company may by deed appoint a new Trustee or Trustees in place of any Trustee or Trustees who retire or are removed from office under paragraph 13.1 or 13.2 hereof and may by deed appoint an additional Trustee or Trustees provided that the Company shall by deed appoint a Trustee or Trustees in place of a sole Trustee who

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retires or is removed from office under paragraph 13.1 or 13.2 hereof.

13.4The minimum number of Trustees shall be three unless a body corporate is appointed a Trustee in which case that body corporate may be the sole Trustee or may act jointly with one or more individuals who are appointed as Trustees of the Scheme.

13.5If the Company shall not appoint a new Trustee or new Trustees with effect from the date of expiry of the notice referred to in paragraph 13.1 hereof, the Trustees may exercise such power by executing an instrument in writing signed by them as is necessary to appoint a new Trustee or new Trustees.

13.6The Trustees (and if more than one, each of them) shall be resident in the Republic of Ireland for the purposes of the Act.

14.The Residual Fund

The Trustees shall hold and apply the Residual Fund as follows:-

14.1in paying their reasonable costs, charges and expenses incurred in the operation of the Scheme as the Trustees shall determine and agree with the Company and/ or any Participating Companies; and

14.2subject thereto, if so instructed by the Company, to acquire Shares in accordance with Rule 3 and to hold the same once appropriated in accordance with the provisions of the Scheme or in the case of Shares held as part of the Residual Fund, to appropriate them in accordance with Rule 3; and

14.3subject as aforesaid, any monies at any time which are not immediately required to be applied by the Trustees in a particular manner shall be repaid to the Company and/or the Participating Companies at the direction of the Company or placed on deposit

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(either with or without interest as directed by the Company and / or any of the Participating Companies) with any bank or other deposit taking institution in the Republic of Ireland as the Trustees may determine; and

14.4upon the determination of the Scheme and to the extent that the Residual Fund has not been applied as aforesaid the Trustees shall sell any Shares comprised in the Residual Fund for the best consideration in money reasonably obtainable and shall pay or transfer the proceeds of such sale together with any other monies then comprised in the Residual Fund to any Participating Companies in such proportion as the Trustees reasonably determine.

15.Trustee remuneration for services

15.1Any Trustee being an individual shall be entitled to receive and retain as remuneration for his services hereunder such sum or sums as may from time to time be agreed with the Company.

15.2Any Trustee, being a solicitor, accountant, stockbroker or engaged in any other profession or business, shall be entitled to be paid all reasonable professional or proper charges for services rendered including acts which such Trustee, not being engaged as aforesaid, could have done personally.

15.3Any Trustee, being a body corporate (whether or not a trust corporation), may charge and be paid such reasonable remuneration or charges as shall from time to time be agreed in writing between the Company and such body corporate and any such body corporate (being a bank) shall be entitled (without being liable to account for any profit or advantage so obtained) to act as banker and perform any services in relation to the Scheme on the same terms as would be made with a customer in the ordinary course of its business as a banker.

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16.Trustees who are Participants

Any Trustee, otherwise eligible to be a Participant, may be so and may retain for his absolute benefit all the interest to which he is entitled as a Participant in any Scheme Shares acquired or received for him and any other money or money’s worth accruing to him as such and exercise all rights to which he is entitled as a Participant.

17.Trustees who are directors

Any Trustee who shall be or become a director or holder of any other office or employment in the Company, may retain for his own absolute benefit any fees or remuneration received by him in connection with such office or employment notwithstanding that his appointment to or retention of such office or employment may be directly or indirectly due to the exercise or non-exercise of any votes in respect of any stock, shares or other securities in the Parent Company held by the Trustees or other persons on their behalf under the trusts of the Scheme.

18.Trustees who own Shares

No Trustee, nor any holding company of a corporate Trustee, nor any subsidiary of such holding company, nor any director or officer of a body corporate acting as Trustee shall be precluded from underwriting, purchasing, holding, dealing in and disposing of any stock, shares or other securities whatsoever of any Participating Company or any subsidiary or holding company thereof or any subsidiary of any such holding company or from otherwise at any time contracting or entering into any insurance, financial or other transactions with any such company or being interested in any such transaction or accepting and holding the trusteeship of any debenture stock or other securities of any such company neither shall such Trustee, holding company, subsidiary, director or officer be liable to account for any profit made by him thereby or in connection therewith.

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19.Trustees meetings

19.1In the event of the appointment of Trustees other than a body corporate as sole Trustee:-

19.1.1the Trustees may at any time but shall at least once in every year meet together for the despatch of business and may adjourn and otherwise regulate their meetings as they think fit and the Trustees may elect one of their number to be chairman of their meeting provided that in the event of equality of votes on the election of a chairman he shall be chosen by lot;

19.1.2all business brought before a meeting of the Trustees shall be decided by a majority of the votes of the Trustees present and voting thereon and, in the case of equality of votes, the chairman of the meeting shall have a second or casting vote;

19.1.3a resolution in writing signed by all of the Trustees shall be as effectual as if it had been passed at a meeting of the Trustees and may consist of one or more documents in similar form each signed by one or more of the Trustees;

19.1.4a resolution in writing shall be valid whether delivered by post, facsimile or electronic mail. In the case of a resolution by way of electronic mail, such resolution shall be treated as if it were a resolution signed by the Trustees notwithstanding that no signature appears on the communication; and

19.1.5two Trustees (or such other number agreed by the Trustees) present at a meeting of the Trustees of which notice has been given to all Trustees shall form a quorum.

19.2Each of the powers and discretions hereby or by law vested in the Trustees shall, subject as expressly provided herein be an absolute

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discretion or power and if there shall at any time be more than two Trustees shall be exercisable by a simple majority in number of the Trustees for the time being and any Trustee who shall dissent from any exercise of any such power or discretion shall nevertheless, but without being responsible for loss, concur in executing or signing any deed or document and in doing any act necessary for giving effect to the exercise of such power or discretion by the majority of the Trustees.

19.3The Trustees shall cause proper minutes to be kept and entered in a book provided for the purpose of all their resolutions and proceedings and any such minutes shall be signed by the chairman of the next meeting.

20.Dealing with trust monies

20.1The Trustees may, without prejudice to their obligations under Section 516 of the Act, in any particular case or cases, decide not to commence or pursue proceedings for the recovery of any monies due to them from any Participant and shall not be responsible for any loss incurred by their so doing.

20.2Valid and effectual receipts and discharges for any monies or other property payable, transferable, or deliverable to the Trustees or any of them may be given by a Trustee who is a body corporate or by any one Trustee to whom such duty may have been delegated pursuant to paragraph 20.4 hereof or by any person from time to time nominated by the Company and authorised in writing for the purpose by all the Trustees.

20.3The Trustees may from time to time appoint for the proper administration and management of the Scheme such secretarial or executive officers or staff or other persons as they consider desirable and as the Company shall approve on such terms as they think fit and a Trustee hereof being a body corporate (whether or

18

not a trust corporation) may act by its proper officers and may by its proper officers have and exercise all powers, trusts and discretions vested in it hereunder.

20.4The Trustees may from time to time in writing delegate any business and the exercise of any of the duties imposed on them by the Scheme to any one or more of their number.

20.5The Trustees may employ and pay for the services of such registrars, solicitors, accountants, bankers or other professional or business advisers as they consider desirable to advise on any business to be done in connection with the Scheme or for the proper administration and management of the Scheme or otherwise in connection therewith.

20.6The Trustees may at any time cause any part of the trust property to be deposited for safekeeping with any one or more of the Trustees or any other persons (including any company or corporation) on behalf of the Trustees and may pay any expenses in connection therewith.

20.7No Trustee shall be liable or responsible for any loss to the trust property which may be occasioned as a result of the exercise of the foregoing powers except to the extent that such loss arises as a result of any fraud, deliberate culpable disregard of the interests of all or of any of the beneficiaries or (in the case only of any Trustee who is engaged in the business of providing a trustee service for a fee) negligence on the part of such Trustee.

21.Amendment of Trust Deed and Rules

21.1The Company with the consent of the Trustees may at any time and from time to time by deed supplemental hereto modify, alter, amend or extend the Scheme in any respect (such modification, alteration,

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amendment or extension being referred to in this Clause as an “amendment”) provided that:

21.1.1no amendment shall alter to the disadvantage of a Participant his rights in respect of any Scheme Shares appropriated before the date of such amendment;

21.1.2no amendment shall be made which could result in the Scheme ceasing to be an Approved Scheme;

21.1.3no amendment shall take effect unless prior written approval of the Revenue Commissioners to the Scheme as amended thereby shall have first been obtained in accordance with paragraph 5(2) of Schedule 11 to the Act.

21.2The Company may, by resolution, subject to sub-paragraph 21.1.2 of this Clause and without otherwise obtaining the prior approval thereto of any other person but after consulting the Trustees, modify or alter or amend the Scheme in any way which may be necessary in order to secure the initial approval of the Scheme by the Revenue Commissioners under Part 2 of Schedule 11 to the Act or to maintain such approval.

22.Termination of trust

The Scheme and the trusts hereby created shall be determined on the earlier of the following:-

22.1the date on which the Company and/or the Trustees resolve to terminate the Scheme which they shall be entitled to do from any date on which there are no Scheme Shares or Shares held pursuant to this Trust Deed; or

22.2the date on which the Revenue Commissioners receive notification from the Trustees that the Company ceases to exist.

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23.Disputes

All disputes and differences arising out of the Scheme or otherwise in connection therewith may be referred by the Trustees to arbitration pursuant to the provisions of the Arbitration Acts 1954 and 1980, the Arbitration (International Commercial) Act 1998 and Arbitration Act 2010 and any Participant so affected shall submit to such arbitration.

24.Proof of Claims

Any person, other than a Participant, who is entitled or prospectively entitled to any benefit under the Scheme shall produce such evidence or information as may be reasonably required by the Trustees and until such evidence or information is produced the Trustees may withhold the payment of such benefit.

25.Governing Law

This Trust Deed shall be governed by and construed in accordance with the law of Ireland.

IN WITNESS WHEREOF this Trust Deed has been executed by the parties hereto the day and year first herein written:

EXECUTED under the seal of ALCON LABORATORIES IRELAND LIMITED in accordance with its Articles of Association and DELIVERED as a DEED on its behalf by the following persons
/s/ Jackie Murphy	Director
/s/ [ILLEGIBLE]	Director

21

EXECUTED under the seal of IRISH PENSIONS TRUST LIMITED in accordance with its Articles of Association and DELIVERED as a DEED on its behalf by the following persons
/s/ Patrick Foley	Director
/s/ Richard Fox	Secretary

22

RULES

	Title	Page Number
1.	Definitions	24
2.	Conditions of participation	28
3.	Allocation of funds, acquisition and appropriation of Shares	29
4.	Limitations	32
5.	Conditions of retention and disposal	32
6.	Issue or reorganisation	33
7.	Payments and transfers to Participants	35
8.	Repurchase by Trustees	36
9.	Payment of dividends	37
10.	Voting rights	38
11.	Rights of employees	38
12.	Duty to account for tax	39
13.	Errors and Omissions	39
14.	Notices and Electronic Communication	40
15.	Miscellaneous	41
16.	Personal Data	42

23

First Schedule

RULES OF THE

ALCON LABORATORIES IRELAND

SHARE PARTICIPATION SCHEME

1.Definitions

In these Rules and in the Trust Deed:

1.1The following words and expressions shall have the following meanings:

“Act” the Taxes Consolidation Act, 1997 (as amended).

“Announcement Date” the day or days in each year which the Company informs each Eligible Employee of his Entitlement under the Scheme.

“Appropriate Percentage” the percentage of the Locked-in Value of a Participant’s Shares chargeable to income tax under Schedule E computed in accordance with section 511(3) of the Act.

“Appropriation Date” in respect of any Scheme Share not being a New Share, the date on which it is appropriated to an Eligible Employee pursuant to Rule 3.2, and in respect of any New Share the date on which it is deemed to have been appropriated pursuant to Rule 6.5.

“Approved Scheme” a scheme approved by the Revenue Commissioners for the purposes of Chapter 1 of Part 17 of the Act and Schedule 11 thereof.

“Basic Salary” the remuneration of an Eligible Employee for a Year of Assessment which includes paid holidays, sick leave and shift differentials but excluding overtime and any other fluctuating emoluments.

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“Board” the board of directors of the Company or a duly constituted committee thereof or any duly authorised officer of the Company

“Capital Receipt” the meaning given to that expression by section 513 of the Act.

“Company” is Alcon Laboratories Ireland Limited.

“Cut-Off Date” is the 30th November in the previous year.

“Eligible Employee” any person who at any Cut-Off Date:

(i)(a)is an employee of a Participating Company, including a full-time director, and

(b)is chargeable to tax under Schedule E in respect of that employment, and

(c)is still in employment on the Appropriation Date,

or

(ii)is any other employee of a Participating Company, including a full-time director, who has a contract of employment and has been nominated by the Company for participation in the Scheme

provided that such person is not ineligible to become a Participant by virtue of the provisions of Part 4 of Schedule 11 of the Act.

“Entitlement” the amount of each Eligible Employee’s entitlement as may be determined in accordance with the Rule 3 or on such other basis as may, from time to time, be agreed in writing with the Revenue Commissioners.

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“Initial Market Value” the market value of a Share (calculated in accordance with section 548 of the Act) on the date on which the Shares are appropriated, or on such earlier date(s) as has been agreed in writing with the Revenue Commissioners pursuant to section 510(2)(b) of the Act.

“Invitation Date” the date or dates in any year determined by the Company as the date or dates on which Eligible Employees are offered participation in the Scheme pursuant to Rule 2.

“Locked-in Value” the meaning given to that expression by section 512(1) of the Act.

“New Shares” the meaning given to that expression by section 514(1) of the Act.

“Parent Company” is Novartis AG.

“Participant” any person on whose behalf the Trustees hold a Scheme Share including where the context requires any person in whom an interest in Scheme Shares or an entitlement thereto becomes vested.

“Participating Company” any company being the Company or a Subsidiary which is for the time being bound by the provisions of the Trust Deed other than in its capacity as Trustee hereof.

“Period of Retention” the meaning given to that expression by section 511(1)(a) of the Act.

“Personal Data” the meaning given to that term by the Data Protection Acts 1998 and 2003.

“Release Date” the meaning given to that expression by section 511(2) of the Act.

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“Residual Fund” means all monies or Shares directed to be held as part of the Residual Fund or for which no specific provision is made (other than under Clause 14 of the Trust Deed) and the income (if any) arising therefrom all of which shall be held in accordance with Clause 14.

“Rules” these rules with, and subject to, any modifications, alterations, amendments or extensions hereto for the time being in force.

“Scheme” Alcon Laboratories Ireland Share Participation Scheme

“Scheme Shares” any Share or other security in the Parent Company which has been appropriated or has been deemed to have been appropriated under the Scheme and is for the time being held by the Trustees on behalf of a Participant.

“Shares” fully paid ordinary shares of the Parent Company which comply with the provisions of Part 3 of Schedule 11 of the Act and where the context requires shall refer to a single share.

“Subsidiary” any subsidiary of the Company which is controlled by the Company, control being construed in accordance with section 432 of the Act.

“Trust Deed” the trust deed constituting the Scheme with any modifications and variations thereto for the time being in force.

“Year of Assessment” the meaning given to that expression by section 2(1) of the Act.

1.2Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.3Any reference to any statute (or a particular part, chapter or section thereof) shall mean and include any statutory modification or re-

27

enactment thereof for the time being in force and any regulations made thereunder.

2.Conditions of participation

2.1On each Invitation Date the Company in its absolute discretion may decide that the Scheme shall operate, the Company and/or the Participating Companies shall identify all Eligible Employees and shall communicate in writing with each person advising him of his Entitlement and asking whether he wishes to be a Participant in respect of each related invitation.

2.2Those Eligible Employees who wish to participate in the Scheme shall within a period of fourteen days after receipt of the notification referred to above, or such other period as the Company shall allow, return to the Company or Participating Company a form of acceptance and a contract of participation duly signed agreeing the terms and conditions set out therein.

2.3The contract shall be addressed to the Company and the Trustees and shall be signed by the Eligible Employee and returned to the Company or Participating Company. An Eligible Employee shall not be entitled to an appropriation of Scheme Shares unless he has completed a contract which is binding in respect of any subsequent appropriation to him of Scheme Shares unless he has previously varied its terms by notice in writing addressed to the Company and the Trustees.

2.4A signed contract shall bind the Eligible Employee in contract with the Company and the Trustees:

(i)to permit his Scheme Shares to remain in the hands of the Trustees throughout the Period of Retention;

(ii)not to assign, charge or otherwise dispose of the beneficial interest in his Scheme Shares during that period;

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(iii)if he directs the Trustees to transfer the ownership of his Scheme Shares to him at any time before the Release Date, to pay to the Trustees before the transfer takes place a sum equal to income tax at the standard rate on the Appropriate Percentage of the Locked-in Value of the Scheme Shares at the time of direction;

(iv)not to direct the Trustees to dispose of his Shares at any time before the Release Date in any other way except by sale for the best consideration in money that can reasonably be obtained at the time of sale; and

(v)agreeing to such other matters, as the Company may from time to time require in order to administer the Scheme in accordance with the law and in an efficient manner.

3.Allocation of funds, acquisition and appropriation of Shares

3.1Each Participating Company shall on or before each Appropriation Date pay to the Trustees the aggregate of the amounts due as advised by the Participating Company to the Trustees following the completion and return of contracts in accordance with Rule 2 by such Eligible Employees employed by it.

3.2As soon as reasonably practicable after the receipt from the Participating Companies of the amounts referred to in Rule 3.1 above the Trustees will apply the aggregate of such amounts in the acquisition of Shares for appropriation to such Eligible Employees. The Shares so acquired for appropriation shall be appropriated, as soon as reasonably practical after the Shares have been acquired, to each such Eligible Employee on the basis that the aggregate Initial Market Value of the Shares appropriated to him is as nearly as possible equal to the portion of his Entitlement that has been paid to the Trustees taking into consideration any exchange rate fluctuations. The aggregate Initial Market Value of Shares that may be appropriated to any one Participant in any one Year of

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Assessment shall not exceed the amount, for the time being, specified in paragraph 3(4) of Part 2 of Schedule 11 of the Act.

3.3The Entitlement of each Eligible Employee under the Scheme shall be such amount as the Company shall determine expressed as:

(A)(i)a proportion of Basic Salary, and/or

(ii)a proportion of Basic Salary for each period of service, and / or

(iii)a fixed amount determined by the Company, and / or

(iv)a fixed amount determined by the Company for each period of service, and / or

(v)an amount as agreed in writing with the Revenue Commissioners

provided that in any Year of Assessment the basis of calculation of Entitlement of each Eligible Employee shall be the same.

(In the context of this Rule “period of service” shall mean a complete year, or such other complete period as may from time to time be specified, of continuous service as an employee of a Participating Company or such other group company as agreed between the Company and the Trustees.)

(B)In any Year of Assessment in which there is an Entitlement under (A) above and that Entitlement or any part thereof is taken in Shares, the Company may in their absolute discretion offer Participants the opportunity to forego salary up to the amount of his Entitlement under (A) above taken in Shares provided that the amount forgone does not exceed 7½% of Basic Salary and provided further that the aggregate of the Initial Market Values of the Shares acquired under (A) and (B) does not exceed the amount, for the time being, specified in paragraph 3(4) of Part 2 of Schedule 11 of the Act.

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3.4Where the Trustees are unable to purchase sufficient Shares to satisfy in full appropriations pursuant to Rule 3.2 the Trustees shall reduce the appropriation pro-rata and refund the Company or Participating Companies accordingly.

3.5In the event that a portion of the Shares acquired by the Trustees carries any right not attaching to all such Shares the Trustees shall appropriate those Shares among Eligible Employees as nearly as possible in the same proportions as provided in Rule 3.2 above.

3.6As soon as practicable after any Scheme Shares have been appropriated by the Trustees to a Participant in accordance with the Rules, the Trustees shall give the Participant notice in writing of the appropriation specifying the number and description of Scheme Shares appropriated, their Initial Market Value and the date on which such Scheme Shares were appropriated.

3.7The Trustees shall sell any Shares which they do not appropriate on an Appropriation Date under this Rule within eighteen months of the date of acquisition for the best consideration in money reasonably obtainable at the time and retain the net proceeds of sale in accordance with Clause 14 of the Trust Deed.

3.8If at any time following the date on which the Trustees are entered on the Parent Company’s register of members, Shares have not for the time being been appropriated to any Participant and the Trustees shall in respect of such Shares:-

3.8.1receive any dividends or other distributions; or

3.8.2become entitled to any other rights to be allotted securities in the Parent Company (other than an issue to capitalisation shares of the same class as Shares then held by the Trustees pending an appropriation which capitalisation shares shall be retained by the Trustees and shall form part of the Shares to be appropriated);

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then the Trustees shall, in the case of Rule 3.8.2 above and of any distribution not consisting of cash use their best endeavours to sell the rights or distributions concerned for the best consideration in money reasonably obtainable at the time and in the case of Rule 3.8.1 and Rule 3.8.2. shall retain the monies concerned in the Residual Fund.

4.Limitations

The maximum number of Shares that may be appropriated to any one Participant in any Year of Assessment shall be determined by legislation for the time being in force as stated in Schedule 11 of the Act.

5.Conditions of retention and disposal

5.1Scheme Shares shall subject as hereinafter provided in this Rule be held by the Trustees until the date on which the Participant concerned directs the Trustees:

5.1.1to sell Scheme Shares, or

5.1.2to transfer the legal ownership of Scheme Shares to himself,

provided that as soon as it may be practical following the Release Date applicable thereto the Trustees may transfer the legal ownership of the Scheme Shares to the Participant.

5.2A Participant shall not be entitled to give any direction under Rule 5.1 above or to assign or charge or otherwise dispose of his beneficial interest in any Scheme Shares before the end of the Period of Retention applicable to such Scheme Shares except in the circumstances mentioned in section 511(6)(a), (b) or (c) of the Act.

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5.3Subject to Rule 5.2 above, the Trustees shall disregard any direction given in respect of the disposal or transfer of a Participant’s Scheme Shares before the end of the Period of Retention and shall not be required or bound to act in accordance therewith if to their knowledge such Participant is or would following implementation of such direction be in breach of his obligations in respect of such Scheme Shares under Rule 5.2 above.

6.Issue or reorganisation

6.1A Participant shall not be prevented by Rule 5 above from:

6.1.1directing the Trustees to accept an offer for any of his Shares (hereinafter referred to as “the Original Shares”) if the acceptance or agreement will result in a new holding, within the meaning of section 584 of the Act, (as permitted by Section 511(6) of the Act), being equated with the Original Shares for the purposes of capital gains tax, or

6.1.2directing the Trustees to agree to a transaction affecting his Shares or such of them as are of a particular class if the transaction would be entered into pursuant to a compromise, arrangement or plan applicable to or affecting:

(i)all the ordinary share capital of the Parent Company or, as the case may be, all the Shares of the class in question; or

(ii)all the Shares, or Shares of the class in question, held by a class of shareholders identified otherwise than by reference to their employment or their participation in an Approved Scheme.

6.1.3directing the Trustees to accept an offer of cash, with or without other assets, for his Shares if the offer forms part of

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a general offer made to holders of shares of the same class as his or of shares in the Parent Company and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of the Parent Company within the meaning of section 11 of the Act, or

6.1.4agreeing after the Period of Retention to sell the beneficial interest in his Shares to the Trustees for the same consideration as in accordance with Rule 2.4 (iv) above would be required to be obtained for the Shares themselves.

6.2In the event of an offer being made or a transaction being proposed in any of the circumstances described in Rule 6.1.1, 6.1.2 or 6.1.3 the Trustees shall forthwith notify each Participant thereof and shall act in accordance with the instructions of the Participant in dealing with his Scheme Shares and in the absence of any such instructions no action shall be taken.

6.3In the event of the Parent Company proposing to make a rights issue in respect of any class of its share capital which includes Shares held on behalf of Participants, the Trustees shall immediately on receipt of the offer from the Parent Company, notify each Participant of the following options if confirmed in the offer in respect of the Shares held by the Trustees on his behalf:

6.3.1to instruct the Trustees to exercise the rights in respect of all or any of his Scheme Shares provided that such instruction is accompanied by payment in cash of the amount necessary to exercise such rights; or

6.3.2to instruct the Trustees to exercise the rights in respect of some only of his Scheme Shares and to dispose of the rights nil paid in respect of the remainder and either:

(i)to pay to the Trustees any amount in excess of the disposal proceeds necessary to exercise such rights; or

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(ii)to instruct the Trustees to pay to him any amount of the disposal proceeds in excess of the amount necessary to exercise such rights; or

6.3.3to instruct the Trustees to dispose of the rights nil paid in respect of all or any of his Scheme Shares and pay the proceeds to him.

6.4The Participant shall instruct the Trustees accordingly within any period of time specified by the Trustees and shall, if appropriate, pay to the Trustees in cash any amounts necessary to carry out such instructions. The Trustees shall, subject to receipt of the cash as aforesaid, carry out the instructions of the Participants within the time allowed by the Parent Company for the exercise of the rights. If a Participant shall fail to give any direction to and shall not otherwise have authorised the Trustees, no action shall be taken in respect of the rights associated with the Shares held on behalf of that particular Participant.

6.5Any New Shares allocated to the Trustees pursuant to Rule 6.2 and Rule 6.3 or on a capitalisation issue shall be deemed to have been appropriated to a Participant on the Appropriation Date of the Shares in respect of which they were allocated.

7.Payments and transfers to Participants

7.1If any amount falls to be paid to a Participant prior to the Release Date in respect of his Scheme Shares being:

7.1.1the proceeds of a sale of Scheme Shares pursuant to a direction given by the Participant under Rule 5.1.1; or

7.1.2a Capital Receipt,

the Trustees shall pay such amount to the Participant.

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7.2If a Participant directs the Trustees to transfer the ownership of any Scheme Shares to himself pursuant to Rule 5.1.2 before their Release Date, he shall pay to the Trustees, before the transfer takes place, a sum equal to income tax at the standard rate on the Appropriate Percentage of the Locked-in Value of the Scheme Shares at the time of the direction.

7.3If, following a company reconstruction as defined in section 514 of the Act, the Trustees are allotted any shares or other securities which are not New Shares, they shall forthwith transfer the same to the Participant.

7.4Any stamp duty involved in any transfer of Scheme Shares or other shares or securities by the Trustees into the name of the Participant concerned shall be payable in the case of:

7.4.1a transfer following the death of a Participant; or

7.4.2a transfer as referred to in Rule 7.3

by the Trustees out of the Residual Fund or in the case of a deficiency out of funds made available for the purpose by the Company and, in any other case, shall be payable by the Participant concerned.

8.Repurchase by Trustees

8.1At the time a Participant directs the Trustees to dispose of any Scheme Shares, the Trustees may offer to purchase the beneficial interest in such Scheme Shares from the Participant at the best consideration in money that can reasonably be obtained at the time of the sale.

36

8.2If, at the time of the proposed purchase of Scheme Shares under Rule 8.1, the Trustees do not have sufficient funds to purchase such Scheme Shares, they may apply to a Participating Company for such funds. If any funds are so provided by a Participating Company they shall reduce the liability of that Participating Company in respect of the payment to be made pursuant to Rule 3 in respect of the next Appropriation Date.

8.3The Trustees shall hold any Shares purchased pursuant to Rule 8.1 above under trust for appropriation to Eligible Employees employed by the Participating Company that provided the funds used in the purchase of such Shares subject to Rule 3.7.

9.Payment of dividends

Subject to the provisions of Clause 5.3 of the Trust Deed:

9.1Any dividends paid by the Parent Company to the Trustees in respect of Scheme Shares (less any tax withheld) shall be forwarded to the Participants on whose behalf the Trustees hold such Scheme Shares together with particulars of the related tax credit or tax withheld (before the end of the tax year in which they were paid).

9.2Any dividends received by the Trustees during the period from the date of their acquisition of Shares to the Appropriation Date shall be dealt with by the Trustees in accordance with Clause 14 of the Trust Deed.

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10.Voting rights

Participants have no right to attend or vote at a general meeting of the Parent Company. The voting rights in respect of the Scheme Shares shall, on a poll, be exercised only in accordance with any directions in writing by the Participants concerned to the Trustees. In the absence of any such direction, the Trustees shall abstain from voting. The Trustees shall not be obliged to demand or join in demanding a poll. The Parent Company, the Company, or the Trustees shall have no obligation to furnish to Participants copies of literature provided by the Parent Company to holders of shares.

11.Rights of employees

Notwithstanding any other provision of the Scheme:

11.1an Eligible Employee has no right or entitlement to participate in the Scheme, whether subject to any conditions or at all unless the Company decides to offer the Scheme;

11.2participation in the Scheme by a Participant is a matter entirely separate from any pension right or entitlement he may have and from his terms and conditions of employment and participation in this Scheme (including any benefit to an Eligible Employee of participation in the Scheme) shall in no respect whatever form part of his remuneration or count as his remuneration for any purpose, shall not be pensionable and shall in no respect whatever affect in any way a Participant’s pension rights and entitlements or terms or conditions of employment; and

11.3the rights or opportunity granted to a Participant under the Scheme shall not give the Participant any rights or additional rights and, in particular (but without limiting the generality of the foregoing), no Participant who leaves the employment of a Participating Company shall be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Scheme which he

38

might otherwise have enjoyed, whether such compensation is claimed by way of damages for unfair dismissal, wrongful dismissal, breach of contract or by way of compensation for loss of office or otherwise howsoever.

By participating in the Scheme, a Participant is deemed to have agreed to the provisions of the Trust Deed and these Rules.

12.Duty to account for tax

12.1When the Trustees receive from a Participant who has directed them to transfer the ownership of his Scheme Shares to him at any time before the Release Date the sum calculated in accordance with Rule 7.2 above, that sum shall be accounted for to the Revenue Commissioners in accordance with section 516 of the Act.

12.2The Trustees shall keep records of all sums received from Participants under Rule 12.1.

12.3The Trustees shall inform each Participant in writing of any facts known to them which are relevant to determining the liability (if any) of that Participant to Irish income tax under Schedule E.

12.4The Trustees shall make such returns of information to the Revenue Commissioners as the Revenue Commissioners may require from time to time.

13.Errors and Omissions

If as a result of an error or omission any Shares to which a Participant is entitled pursuant to these Rules are not appropriated to him in accordance with Rule 3.2, the Company and the Trustees shall do all such acts and things as may be agreed in writing with the Revenue Commissioners to enable the Trustees to appropriate to the Participant the Shares necessary to

39

put him in a position he would have been in but for such want of appropriation and agree, where relevant, the Initial Market Value attributable to such Shares notwithstanding that such actions may fall outside the time limits contemplated by or otherwise conflict with the other provisions of the Rules provided always that the Trustees shall not be obliged to incur any liability (whether actual or contingent) without being funded or indemnified to their satisfaction.

14.Notices and Electronic Communication

14.1All notices to be given to a Participant under the Scheme shall be in writing and shall either be delivered to the Participant at his place of work or be sent by post to the address shown on the records of the Trustees or displayed on a noticeboard at his place of work.

14.2Any notice or document delivered or displayed as mentioned in Rule 14.1 shall be deemed for all purposes to have been sufficiently served on the Participant and all persons claiming through or under such Participant and accordingly service in the manner aforesaid shall operate to exonerate the Trustees from all or any liability for the non-receipt by a Participant or other person as aforesaid of any such notice or document.

14.3Any notice or document sent by post as aforesaid shall be deemed to have been received on the expiry of 72 hours from the time at which it was posted.

14.4To be valid any direction to the Trustees in respect of a Participant’s Scheme Shares must be given in writing by or on behalf of such Participant and shall be effective only when it is received by the Trustees.

14.5A direction once duly given and received as mentioned in Rule 14.4 and subject to Rule 5.3 shall be carried out by the Trustees as soon as practicable in accordance with its terms unless prior to their

40

acting in respect thereof the Trustees receive written notice from the Participant revoking the direction. Unless received by the Trustees the Trustees shall incur no liability to a Participant if they act or fail to act upon a direction or revocation which purports to have been duly given as aforesaid.

14.6Subject to the requirements of the Electronic Commerce Act, 2000 (and in particular the consent requirement in Section 12 (2)(c) of such Act), the Trustees, the Company and the Participating Companies shall have the power to:-

14.6.1enter into contracts with Eligible Employees and/or Participants;

14.6.2send and/or receive notices or instruction to/from Eligible Employees and/or Participants;

in such electronic form as they may specify from time to time. The Trustees, the Company and the Participating Companies shall have the power to agree with Eligible Employees and/or Participants that the Trustees the Company and the Participating Companies may act on such electronic communications as they may receive from time to time unless such electronic communications are revoked in the manner specified by the Trustees.

15.Miscellaneous

If any matter arises on or in connection with this Scheme or its operation for which specific provision is not made in the Rules such matter shall be resolved, dealt with or provided for in such manner as the Company and the Trustees shall in their absolute discretion consider appropriate having taken into account the respective interests of the the Company, the Participating Companies and of the Participants and the requirements of the Revenue Commissioners.

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16.Personal Data

It shall be a term and condition of participation in the Scheme that a Participant agrees and consents to:

16.1the collection, use and processing of his Personal Data by the Company or any of its Subsidiaries or any trustee and the transfer of his Personal Data to any third party administrator of the Scheme and any broker through whom Scheme Shares are to be sold on behalf of a Participant;

16.2the Company or any of its Subsidiaries and any trustee or third party administrator of the Scheme, transferring the Participant’s Personal Data amongst themselves for the purposes of implementing, administering and managing the Scheme and the acquisition of Scheme Shares;

16.3the use of Personal Data by any such person for any such purposes; and

16.4the transfer of Personal Data to, and retention of Personal Data by, third parties (including any situated outside the European Economic Area) for or in connection with such purposes.

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Dated the 26th day of March 2015

ALCON LABORATORIES IRELAND LIMITED
	one part

IRISH PENSIONS TRUST LIMITED
	other part

TRUST DEED AND RULES

ALCON LABORATORIES IRELAND

SHARE PARTICIPATION SCHEME

43

THIS DEED OF AMENDMENT is made the 25th day of July 2017 BETWEEN ALCON LABORATORIES IRELAND LIMITED (company number 381537) whose registered office is at Cork Business & Technology Park, Model Farm Road, Cork, Co Cork (hereinafter called “the Company”) of the one part AND IRISH PENSIONS TRUST LIMITED (company number 20990) whose registered office is at 25-28 Adelaide Road, Dublin 2 (hereinafter called “the Trustee”) of the other part

WHEREAS

(a)This Deed is supplemental to a Trust Deed and Rules dated the 26th day of March 2015 (hereinafter called “the Trust Deed” and “the Rules” respectively) whereby the Company established the ‘Alcon Laboratories Ireland Share Participation Scheme’ (hereinafter called “the Scheme”) which has been approved by the Revenue Commissioners in accordance with Chapter 1 of Part 17 of and Schedule 11 to the Taxes Consolidation Act 1997 (hereinafter called “the Act”).

(b)The Trustee is the present trustee of the Scheme.

(c)It is provided in Clause 21 of the Trust Deed that the Company with the consent of the Trustee may by deed modify alter amend or extend the Scheme in any respect.

(d)The parties hereto in accordance with Clause 21 of the Trust Deed are desirous of amending the Rules as hereinafter provided.

NOW THIS DEED WITNESSETH as follows:

The parties hereto in pursuance of the aforesaid desire and in exercise of the power for this purpose conferred upon them by the Trust Deed and of every and any other power enabling them in this behalf HEREBY AMEND the Rules as follows:

With effect from the 1 day of January 2017, the definition of “Eligible Employee” in Rule 1 of the Rules shall be deleted and replaced by the following:

““Eligible Employee” any person who on the Invitation Date:

(i)(a)is an employee of a Participating Company, including a full-time director, and

(b)is chargeable to tax under Schedule E in respect of that employment, and

(c)has been employed continuously for the period on and from the previous 31st day of December to the Appropriation Date and for this purpose service with a Subsidiary which is a Participating Company (or such other Novartis group company as the Company and the Trustees agree) shall be treated as service with the Company, and

(d)is an employee at the Appropriation Date, or

(ii)is any other employee of a Participating Company, including a full-time director, who has a contract of employment and has been nominated by the Directors for participation in the Scheme

provided that such person is not ineligible to become a Participant by virtue of the provisions of Part 4 of Schedule 11 of the Act.”

IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first above written.

EXECUTED under the seal of

ALCON LABORATORIES IRELAND LIMITED

in accordance with its Constitution

and DELIVERED as a DEED

on its behalf by the following authorised persons:

/s/ Jackie Murphy19 July 17	Director
/s/ Donal McDonnell19 July 17	Director/Secretary

EXECUTED under the seal of

IRISH PENSIONS TRUST LIMITED

in accordance with its Constitution

and DELIVERED as a DEED

on its behalf by the following authorised persons:

/s/ Michael Walsh	Director
/s/ Richard Fox	Secretary

Dated this 25th day of July 2017
ALCON LABORATORIES IRELAND LIMITED
	one part
IRISH PENSIONS TRUST LIMITED
	other part
DEED OF AMENDMENT

ALCON LABORATORIES IRELAND SHARE PARTICIPATION SCHEME

ALCON LABORATORIES IRELAND LIMITED

IRISH PENSIONS TRUST LIMITED

INDEPENDENT TRUSTEE LIMITED

DEED OF REMOVAL AND APPOINTMENT OF TRUSTEES

Alcon Laboratories Ireland Share Participation Scheme

William Fry

2 Grand Canal Square

Dublin 2

D02 A342

www.williamfry.com

© William Fry 2017

022281.0013.MR

THIS DEED OF REMOVAL AND APPOINTMENT OF TRUSTEES is made on 19th December 2017

BETWEEN:

ALCON LABORATORIES IRELAND LIMITED

(registration number 381537)

having its registered office at Cork Business & Technology Park,

Model Farm Road, Cork, Co Cork.

(hereinafter called the “Company”)

IRISH PENSIONS TRUST LIMITED

(registration number 20990)

having its registered office at 25-28, Adelaide Road, Dublin 2

(hereinafter called the “Retiring Trustee”)

-and-

INDEPENDENT TRUSTEE LIMITED

(registration number 378590)

having its registered office at Harmony Court,

Harmony Row, Dublin 2, D02VY52

(hereinafter called the “New Trustee”).

RECITALS:

A.The Alcon Laboratories Ireland Share Participation Scheme (the “Scheme”) is currently governed by and administered in accordance with the provisions of a Trust Deed and Rules dated 26 March 2015 made between the Company and the Retiring Trustee, as amended by a Deed of Amendment dated 25 July 2017, (the “Trust Deed and Rules”) which has been approved by the Revenue Commissioners in accordance with Chapter 1 of Part 17 of and Schedule 11 to the Taxes Consolidation Act 1997.

B.The Retiring Trustee is the present trustee of the Scheme.

C.It is provided in Clause 13.2 of the Trust Deed and Rules that where a body corporate is acting as sole Trustee, the Company, with the prior written approval of the Revenue Commissioners, may by deed remove such Trustee from office. It is provided in Clause 13.3 of the Trust Deed and Rules that the Company may by deed appoint a new trustee or trustees.

D.The Company, with the prior written approval of the Revenue Commissioners, wishes to remove the Retiring Trustee and appoint the New Trustee in place of the Retiring Trustee as the trustee of the Scheme.

NOW THIS DEED WITNESSES and it is hereby agreed and declared with effect from 1 January 2018 as follows:

1.Definitions and interpretation

In this Deed and the recitals hereto so far as is consistent with the subject matter and context, the words and expressions used and defined in the Trust Deed and Rules shall have the same meanings thereby assigned to them and the provisions as to interpretation contained in the Trust Deed and Rules shall apply as if the same were included herein.

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2.Retirement and appointment

The Company in pursuance of the aforesaid desire and in exercise of the power for this purpose conferred on it by the Trust Deed and Rules and of every and any other power enabling it in this behalf, with the prior written approval of the Revenue Commissioners, hereby:

2.1.1removes and discharges the Retiring Trustee as the trustee of the Scheme and the Retiring Trustee hereby formally retires as the trustee thereof; and

2.1.2appoints the New Trustee as the trustee of the Scheme in place of the Retiring Trustee for all the purposes of the Scheme, and the New Trustee hereby consents to act accordingly.

3.Vesting of trust fund

The Company and Retiring Trustee hereby declare that the property subject to the trusts of the Scheme shall vest in the New Trustee for all such interest as the Retiring Trustee had therein immediately before the execution of these presents for the purposes and upon the trusts and subject to the powers and provisions applicable thereto respectively by virtue of the Trust Deed and Rules or otherwise.

4.Declaration

The New Trustee declares that it will stand possessed of the said property, funds and assets upon the trusts and subject to the powers and provisions upon and subject to which the same ought to be held under the Trust Deed and Rules.

5.Confirmation

Save as provided in this Deed the parties confirm that the Trust Deed and Rules remain in full force and effect.

6.Counterparts

This Deed may be executed in any number of counterparts and by the different parties on separate, counterparts, each of which when executed and delivered shall constitute an original, all such counterparts together constituting one and the same instrument.

7.Captions

The captions to the Clauses in this Deed are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of this Deed.

IN WITNESS whereof the parties have entered into this Deed on the date specified above.

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GIVEN under the common seal

of ALCON LABORATORIES IRELAND LIMITED

/s/ Donal McDonnell

Director

/s/ Donal McDonnell

Print name

/s/ Patrick Brennan

Director/Secretary

/s/ Patrick Brennan

Print Name

GIVEN under the common seal

of IRISH PENSIONS TRUST LIMITED

Patrick Foley

Director

Patrick Foley

Print name

Richard Fox

Director/Secretary

Richard Fox

Print Name

GIVEN under the common seal

of INDEPENDENT TRUSTEE LIMITED

/s/ Elma Fox

Director

/s/ Elma Fox

Print name

/s/ Conor Turvey

Director/Secretary

/s/ Conor Turvey

Print Name

4

Alcon Laboratories Ireland Share Participation Scheme

Alcon Share Scheme Enrolment 2019

To:

Alcon Laboratories Ireland Limited

Trustee of the Alcon Laboratories Ireland Share Participation Scheme

Name:	##NAME##	Home Address:	##ADDRESS##
GDDB ID:	##PPT_LOCAL_ID##
PPS No:	##PPS No##

Gross Base Salary:	€##ANNUAL_SALARY##
Total Bonus:	€##TOTAL_BONUS##
Eligible Bonus for investment in Share Scheme:	€##ELIG_BONUS_2019##

Bonus Investment

Please enter the amount of your Bonus that you wish to invest in the Share Scheme (April purchase):	(a) € ##ELECT_BONUS_2019##
	Please insert a valid amount or zero

Please enter the amount of your Bonus that you wish to contribute to AVCs in your Pension Scheme:	(b) € ##ELECT_BONUS_AVC_2019##
	Please insert a valid amount or zero

Salary Foregoing

You may invest further in the Share Scheme by foregoing an amount of your gross base salary.
The total amount you can invest through Salary Foregoing is subject to the Revenue Rules of Salary Foregoing - it should not exceed the LOWER of the below two options:

1. 7.5% of your Annual Salary (##ANNUAL_SALARY## * 0.075):	€ ##PERC_ANNUAL_SAL_2019##
2. The amount of your Bonus that you have chosen to invest in the Share Scheme (as in (a) above).

Following the Rules stated above please enter the amount of Salary Foregoing you wish to elect and the way(s) you wish it to be deducted:

Total salary that you want to invest in the Share Scheme as a Lump Sum deduction (April purchase):	(c) € ##ELECT_SF_2019##
	Please insert a valid amount or zero

Total salary that you want to invest in the Share Scheme as a Regular deduction (December purchase):	(d) € ##ELECT_SF_M_2019##
	Please insert a valid amount or zero

Contract of Participation

1. I have read a copy of the Employee Booklet describing the Scheme.

2.I wish to participate in the Scheme. In consideration thereof and of any appropriation of Scheme Shares in accordance with the provisions of the Scheme, I bind myself in contract with the Company and the Trustees and I agree to be bound by the Rules of the Scheme (including any amendments or additions made thereto) in accordance with the provisions of the Scheme and in particular:

a.to permit Scheme Shares allocated to me to be held by the Trustee throughout the applicable Period of Retention (normally two years after the Appropriation Date on which Scheme Shares are allocated to me by the Trustees);

b.not to assign, charge or otherwise dispose of my beneficial interest in the said Scheme Shares during the Period of Retention;

c.not to direct the Trustee to dispose of said Scheme Shares before the applicable Release Date (at present three years after the Appropriation Date) in any other way except by sale for the best consideration in money that can reasonably be obtained at the time of the sale;

d.if I direct the Trustee of the Scheme to transfer the ownership of Scheme Shares into my name before the applicable Release Date, I undertake to pay the Trustees, before the transfer takes place, a sum equal to the income tax (if any) then payable at the standard rate on the

Appropriate Percentage of the Scheme Shares’ Locked-in Value (the initial value except in special circumstances of which you will be notified); and

e.on the Release Date, I understand that my shares will be transferred to an account with Equatex AG and that I will be in a position to sell or to transfer my shares through Equatex AG. Further details will be made available to you on release of the shares.

3.I accept that the dividend tax voucher which I will receive from the Trustee in respect of any of my Scheme Shares will be in full satisfaction of any rights I have to a tax deduction certificate from the Trustee.

4.I undertake to notify the Trustees through Equatex AG of any change in my address and bank details.

5.I understand that this contract is binding in respect of all appropriations of Scheme Shares.

6.Data Protection Act

This statement relates to the personal data that I have given on this form and to any other personal data which I provide to the Company, any member of the Novartis AG group, the Trustee of the Scheme and any other administrator of the Scheme (together “the Entities”) or which the Entities hold on me in connection with my participation in the Scheme. Such personal data may be held by the Entities and retained after I leave the Scheme.

By signing this contract I agree to the storing, processing, transfer, exchange and disclosure of my personal data by the Company , the Trustee for the Scheme, any parent company of the Company or any other third party, including the administrator of the Scheme, to the Company, the Trustee of the Scheme, any parent company of the Company or any other third party, including the administrator of the Scheme, for the purpose of the implementation, operation and administration of the Scheme or the review of data relating to the Scheme for human resources purposes.

I note and agree that this may involve the transfer of my personal data outside Ireland to other countries outside the European Economic Area where further processing of the data for the purposes outlined above may occur. I acknowledge and agree that such countries may not have the same data protection laws and safeguards as are in operation in Ireland.

For the purpose of this consent, the data involved may include, but is not limited to: name, address, telephone and fax numbers, e-mail address, gender, emergency contact, employee number, wage and bonus information, scheme participation levels, personal bank account details and tax related information.

I note that I have a right of access to personal data that the Entities hold about me, and that I can request access via my human resources department.

By ticking this box, I acknowledge and accept the above terms and conditions and confirm that I have read the data privacy notice of the Trustee, Independent Trustee Limited, made available to me on the EquatePlus platform.

(You will not be able to proceed with the enrolment until the box is ticked)

I acknowledge and accept that if I do not sign this contract, I will not be able to participate in the Scheme.

*Any amounts invested in shares will be subject to appropriate PRSI and USC deductions.

Press Submit to save your form, followed by Close to return to the main menu. Go to Library > Tasks and open your saved election to print it.

**You can re-submit your enrolment choices as many times up until the close of the enrolment. Last enrolment is the one recorded.

EX-99.5

Exhibit 99.5

DATED                                                                                 2019

(1)ALCON INC.

(2)LINK MARKET SERVICES TRUSTEES LIMITED

TRUST DEED AND RULES

OF

THE ALCON INC. UK SHARE INCENTIVE PLAN

Adopted by the Board of Directors of the Company on 9th April 2019

Registered with HM Revenue & Customs with scheme reference number [insert scheme reference number]

TABLE OF CONTENTS

		Page
1.	DEFINITIONS	1
2.	TRUSTS OF THE PLAN	1
3.	NOTICES TO PARTICIPANTS	2
4.	INVESTMENT	3
5.	BORROWING	3
6.	RECEIPT OF MONEY OR MONEY’S WORTH WITH RESPECT TO PLAN SHARES	3
7.	APPLICATION OF THE PLAN TO GROUP COMPANIES	3
8.	RETENTION OF SHARES SUBJECT TO HOLDING PERIOD	4
9.	VOTING RIGHTS & DIRECTIONS	4
10.	TRUSTEE’S POWERS OF DELEGATION	5
11.	ADMINISTRATION	5
12.	TRUSTEE’S INDEMNITIES & CHARGES	6
13.	APPOINTMENT, REMOVAL & RETIREMENT OF TRUSTEE	7
14.	RESIDENCE OF THE TRUST	8
15.	AMENDMENTS TO THE PLAN	8
16.	TERMINATION OF THE PLAN	10
17.	DATA PROCESSING	10
18.	GOVERNING LAW	10
19.	CONSTRUCTION OF THIS DEED	10
SCHEDULE 1 THE RULES OF THE ALCON INC. UK SHARE INCENTIVE PLAN		11
APPENDIX 1		40
APPENDIX 2		43

i

THIS DEED is made the        day of2019

BETWEEN:

(1)ALCON INC. of Chemin de Blandonnet 8, 1214 Vernier, Geneva V8 0000 (the “Company”); and

(2)LINK MARKET SERVICES TRUSTEES LIMITED (registered number 02729260) whose registered office is at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (the “Original Trustee”).

WHEREAS

(A)The Company wishes to establish an employee share plan to be known as the Alcon Inc. UK Share Incentive Plan which is intended to be a Schedule 2 SIP (as defined below) and constitute an Employees’ Share Scheme.

(B)The Original Trustee has agreed to be the first Trustee of the Plan.

NOW THIS DEED WITNESSES as follows:

1.DEFINITIONS

1.1Definitions: The words and expressions used in this Deed which have capital letters shall have the meanings set out in Part One of the Schedule.

1.2Interpretation: The provisions of Part One of the Schedule shall apply equally to this Deed.

2.TRUSTS OF THE PLAN

2.1Payments by Participating Companies: The Company will pay, or require that any Participating Company will pay, to the Trustee the amounts necessary to enable the Trustee to acquire Shares for, and/or to be Appropriated to, Qualifying Employees in accordance with the Plan, together with any other amounts required to cover any liabilities incurred by the Trustee under the Plan. The Company can require any Participating Company to reimburse the Company for any amounts it bears under this Clause 2.1 directly or indirectly in respect of such Participating Company’s officers or employees.

2.2Application of Payments: Unless otherwise stated, the Trustee will apply all monies received by it in accordance with the Plan and hold any Shares acquired and all other trust property deriving from them on the trusts declared in this Deed. In the case of any monies received for the acquisition of Free Shares or Matching Shares, the Trustee will acquire and Appropriate these Shares in accordance with the Plan. In the case of any monies received for the acquisition of Partnership Shares or Dividend Shares, the Trustee will acquire these Shares in accordance with the Plan.

2.3Rights attaching to unappropriated Shares: If the Trustee becomes entitled in respect of any Shares not held on behalf of a Participant to any rights to be allotted, or to subscribe for, further securities (other than an issue on capitalisation of shares of the same class as specific Shares which the Trustee is about to Appropriate, in which case such issued shares shall be retained by the Trustee as Shares to be Appropriated among the Participants on the relevant Appropriation Date), the Trustee may take up those rights or sell them for the best consideration in money reasonably obtainable at the time or sell sufficient of them nil paid to enable the Trustee to subscribe in full for the balance of any unsold rights or allow those rights to lapse.

2.4Trusts of unappropriated Shares: The Trustee shall hold any unappropriated Shares or unutilised cash balances and any income arising from them UPON TRUST to apply the same in or towards the future purchase of Shares for the purposes of the Plan and/or its expenses in administering the Plan. The Trustee shall notify the Company from time to time of the amounts and/or number of Shares so held by it and its / their application.

3.NOTICES TO PARTICIPANTS

3.1Notice of Appropriation of Free Shares or Matching Shares: As soon as practicable after the Trustee has Appropriated Free Shares or Matching Shares, it shall notify each Qualifying Employee of the number and description of the Shares Appropriated to him, the Initial Market Value of those Shares and the Holding Period applicable to them and if the Shares are subject to any Relevant Restriction, details of the Relevant Restriction.

3.2Notice of acquisition of Partnership Shares: As soon as practicable after the Trustee has acquired any Partnership Shares on behalf of a Qualifying Employee, it shall notify the Qualifying Employee of the number and description of the Shares acquired, the amount of Partnership Share Money applied in acquiring them, their Market Value on the Acquisition Date and if the Shares are subject to any Relevant Restriction, details of the Relevant Restriction.

3.3Notice of acquisition of Dividend Shares: As soon as practicable after the Trustee has acquired Dividend Shares on behalf of a Participant it shall notify the Participant of the number and description of the Shares acquired, their Market Value on the Acquisition Date, the Holding Period applicable to them, and if appropriate, the amount of any cash dividend carried forward under Rule 2.3 of Part Five of the Schedule.

3.4Notice of Participant’s tax liability: Where a Participant becomes liable to income tax under ITEPA or Chapter 3 or 4 of Part 4 ITTOIA due to his participation in the Plan, the Trustee shall notify the Participant accordingly and inform him of any facts relevant to determining the amount of that liability.

3.5Notice of receipt of foreign cash dividends: As soon as practicable after the Trustee has received any foreign cash dividend in respect of any Plan Shares held on behalf of a Participant, the Trustee shall notify the Participant of the amount of foreign tax (if any) deducted from that dividend before it was paid.

4.INVESTMENT

4.1Trustee’s power of investment: The Trustee may invest any monies from time to time held by it and not immediately required as if it were the absolute beneficial owner of those monies.

4.2No duty to invest: The Trustee shall be under no duty to invest property held on trust under this Deed beyond the extent described in paragraph 49 of Schedule 2.

5.BORROWING

The Trustee may borrow money for the purposes of the Plan on such terms as it thinks fit.

6.RECEIPT OF MONEY OR MONEY’S WORTH WITH RESPECT TO PLAN SHARES

6.1Obligation to pay over: Subject to Clause 6.2, the Trustee shall, as soon as practicable following its receipt of any money or money’s worth in respect of any Plan Shares, arrange for that money or money’s worth to be paid to Participants in accordance with their respective entitlements.

6.2Exceptions from obligation: Clause 6.1 shall:

(a)not apply to money’s worth consisting of New Shares;

(b)be subject to the operation of Part Five of the Schedule (Reinvestment of Cash Dividends); and

(c)be subject to Clause 11 and the Trustee’s PAYE Obligations (including its obligations under paragraph 79 of Schedule 2 and sections 509 to 514 of ITEPA).

7.APPLICATION OF THE PLAN TO GROUP COMPANIES

7.1Extension of the Plan to Subsidiaries and/or Jointly Owned Companies: The Plan may, with the consent of the Company, be extended to any Subsidiary or any Jointly Owned Company by the execution of a Deed of Adherence under which that company agrees to be bound by this Deed and the Plan.

7.2Disapplication of the Plan to Participating Companies: The Plan shall cease to apply to any company, other than the Company, at any time when:

(a)that company ceases to be a Subsidiary or a Jointly Owned Company; or

(b)a notice is served by the Company upon the Trustee that the Plan shall not apply to that company,

provided that the rights of Participants employed by that company to Plan Shares Appropriated to them or acquired on their behalf while that company was a Participating Company shall not be affected.

7.3Information from Participating Companies: A Participating Company (or a former Participating Company, if appropriate) shall provide the Trustee with all information required from it for the operation of the Plan in such form as the Trustee shall reasonably require.

8.RETENTION OF SHARES SUBJECT TO HOLDING PERIOD

8.1No disposal: Subject to Clause 8.2, the Trustee shall not dispose of any of a Participant’s Plan Shares that are subject to a Holding Period other than at the written direction of the Participant given under the terms of the Participation Contract or (in the case of Matching Shares and where applicable Dividend Shares) the Partnership Share Agreement.

8.2Permitted disposals during Holding Period: Clause 8.1 shall:

(a)not apply if at the time of the disposal the Participant has ceased to be in Employment or employed by an Associated Company;

(b)be subject to a direction of that Participant given in accordance with Rule 10 of Part Two of the Schedule; and

(c)be subject to Clause 11.3 of the Deed.

9.VOTING RIGHTS & DIRECTIONS

9.1Exercise of voting rights: All voting rights attaching to the Plan Shares shall be deemed to have been waived and shall not be capable of exercise whilst those Plan Shares are registered in the name of the Trustee. Upon withdrawal of the Plan Shares from the Plan and registration of the Plan Shares in the Participant’s name, they shall carry the same voting rights as all other shares of the same class.

9.2Voting rights and dividends attached to unappropriated or unallocated Shares: The Trustee:

(a)shall be obliged to waive all voting rights; and

(b)shall be obliged to waive any dividend due or to become due at any time or times in the future.

9.3Giving of directions: Subject to Clause 8 and Clause 11.3, the Trustee shall dispose of a Participant’s Plan Shares and deal with any right conferred in respect of a Participant’s Plan Shares to be allotted other shares, securities or rights of any description, only pursuant to a direction given by or on behalf of the Participant.

10.TRUSTEE’S POWERS OF DELEGATION

10.1Trustee’s power to employ agents: The Trustee may, in the performance of its duties under the Plan, employ and pay any appropriate person, appoint any person as its agent to transact all or any business, and act on the advice or opinion of any professional or business person, and shall not be responsible for anything done or omitted or suffered in good faith in reliance on such advice or opinion.

10.2Delegation of Trustee’s powers: With the exception of the duties and obligations specifically imposed on it by Schedule 2, the Trustee may, to the extent permitted by law, delegate any of its powers and duties under the Plan to any person or company, but shall notify the Company in advance should it decide so to do.

10.3Nominee shareholder: The Trustee may allow any Shares to be registered in the name of an appointed nominee or custodian.

10.4Revocation of delegation: The Trustee may at any time, and shall if directed to by the Company, revoke any delegation or arrangement made under this Clause and/or require any trust property held by another person to be returned to the Trustee.

10.5Execution of documents: The Trustee may execute and may authorise any of its directors, officers or employees to execute on its behalf any documents in such manner as may be appropriate.

11.ADMINISTRATION

11.1Meetings and regulations: Subject to the terms of this Deed, the Trustee may convene meetings and make such regulations as it considers appropriate for the administration of the Plan.

11.2Duty to keep accounts and records: The Trustee shall maintain the accounts and records necessary for it to fulfil its own PAYE Obligations and other obligations under the Plan and the PAYE Obligations of an Employer Company under the Plan.

11.3Trustee’s power to dispose of shares to meet its PAYE Obligations: The Trustee shall, where a PAYE Obligation is imposed on it under Schedule 2 (including an obligation under paragraph 79 of Schedule 2 and sections 509 to 514 of ITEPA) or an obligation to account for employee’s NICs, PAYE or employees national insurance (a “Tax Obligation”) is imposed on it as a result of a Participant’s Plan Shares ceasing to be subject to the Plan (including due to the operation of this Clause), have the power to meet that PAYE Obligation or employee’s NICs by:

(a)disposing of any of that Participant’s Plan Shares; or

(b)the relevant Participant paying to it a sum equal to the amount required to discharge that PAYE Obligation and employee’s NICs.

The Trustee may dispose of a Participant’s Plan Shares under Clause 11.3(a) by itself acquiring some or all of those Shares for the purposes of the Plan.

11.4Trustee to pay Employer Company: If as a result of a Participant’s Plan Shares ceasing to be subject to the Plan a Participant is chargeable to income tax under sections 500 to 508 of ITEPA and an obligation to make a PAYE Deduction or to account for employee’s NICs arises in respect of that charge the Trustee shall, subject to Clauses 11.6 and 11.7, pay to the Employer Company a sum sufficient to enable it to discharge that obligation.

11.5Payment to Employer Company of Capital Receipts: If the Trustee receives a sum of money which constitutes (or forms part of) a Capital Receipt in respect of which a Participant is chargeable to income tax in accordance with sections 500 to 508 of ITEPA when it is received by the Participant, the Trustee shall subject to Clause 11.7 pay to the Employer Company out of that sum of money an amount equal to that on which income tax is payable.

11.6Payment by Participant to Employer Company: Clause 11.4 shall not apply if the relevant Participant is required to pay to his Employer Company a sum that is sufficient to enable it to discharge the obligation.

11.7No Employer Company: In any case under Clause 11.4 or Clause 11.5, as appropriate, where:

(a)there is no Employer Company; or

(b)HMRC have directed under sections 511(2) or 514(2) of ITEPA, as appropriate, that it is impracticable for the Employer Company concerned to make a PAYE Deduction,

Clause 11.4 or Clause 11.5 as appropriate, shall not apply and the Trustee shall make a PAYE Deduction in respect of an amount equal to that on which income tax is payable, as if the Participant were a former employee of the Trustee.

12.TRUSTEE’S INDEMNITIES & CHARGES

12.1Trustee’s indemnity:

(a)           The Participating Companies agree to jointly and severally keep the Trustee, and the directors, officers and employees of a corporate trustee, fully indemnified against any liability arising out of or in connection with the Plan. However, no Trustee will be indemnified or exonerated in respect of any fraud, negligence or wilful default on its, its agent’s, or any of their officer’s or employee’s parts. The Trustee shall also have the benefit of any indemnities conferred upon trustees by general law and the Trustee Act 2000.

(b)           No Trustee shall be personally liable for any breach of trust (other than through fraud, wilful wrongdoing or negligence) over and above to the extent to which the Trustee, or the officers and employees of a corporate trustee, are indemnified by the Participating Companies in accordance with clause 12.1(a).

12.2Accounting for benefits received by the Trustee: Neither the Trustee nor any of its officers or employees shall be liable to account to Participants for any benefit received under the Plan. No Trustee or officer or employee of the Trustee shall be liable to account to other Participants for any profit derived by him as a Participant.

12.3Trustee’s remuneration: Any person acting as a Trustee in the course of any profession or business carried on by him may charge and be paid such reasonable charges for acting as shall from time to time be agreed between him and the Company. The Company will act in accordance with any terms and conditions in force from time to time as agreed with a corporate trustee.

12.4Permitted dealings of Trustee: Any Trustee (and any director or officer of a body corporate or a trust corporation acting as a Trustee) shall not, on its own account:

(a)be precluded from acquiring, holding or dealing with any debentures, debenture stock, shares or securities whatsoever of the Company, any Subsidiary or Jointly Owned Company or any other company in the shares of which the Company, any Subsidiary or any Jointly Owned Company may be interested;

(b)be precluded from entering into any contract or other transaction with the Company, any Subsidiary or any Jointly Owned Company or any other company, or from being interested in any such contract or transaction; or

(c)be in any way liable to account to the Company or any Subsidiary or any Jointly Owned Company or any Participant for any amount obtained by it from such acquisition, holding, dealing, contract or transaction, whether or not in connection with its duties under this Deed.

12.5Reliance on information provided:

(a)           The Trustee shall be entitled to rely without further enquiry on:

(i)            all information supplied to it by any Participating Company with regard to its duties as Trustee and in particular, but without prejudice to the generality of the foregoing, any notice given by a Participating Company to the Trustee in respect of the eligibility of any person to become or remain a Participant in the Plan shall be conclusive; and

(ii)           any direction, notice or document purporting to be given or executed by or with the authority of any Participating Company or by any Participant.

(b)           Except as otherwise provided, the Trustee may in its discretion agree with the Board, the Company or any of the Participating Companies on matters relating to the operation and administration of the trust of the Plan as they may consider advisable in the interests of the trust of the Plan and so that no person claiming an interests under this Plan shall be entitled to question the legality or correctness of any arrangement or agreement made between the Board, the Company or any of the Participating Companies and the Trustee in relation to such operation or administration.

12.6Exclusion of liability: The Trustee shall not be liable or responsible for any loss, liability or increased liability of a Participant arising out of the failure of the Participant to give a direction to the Trustee or to give a direction within a particular time or, if the Participant has directed the Trustee to use its discretion, arising out of the bona fide exercise by the Trustee of that discretion.

12.7Insurance: The Trustee may insure against any loss caused by it or by any of its employees, officers, agents or delegates under the Plan. It may also insure itself and any of these persons against liability for breach of trust not involving wilful wrongdoing or fraud of the Trustee or the person concerned. Except in the case of a paid Trustee, the insurance premiums may be paid from the Plan assets.

13.APPOINTMENT, REMOVAL & RETIREMENT OF TRUSTEE

13.1Number of Trustees: Unless the Trustee is a corporate Trustee there must be two or more Trustees.

13.2Appointment and removal of Trustees: The Company may at any time by writing:

(a)appoint a new (or additional) Trustee, including a corporate Trustee (to the exclusion of the Trustee’s statutory power of appointment); and

(b)remove a Trustee from office by three months’ written notice to the Trustee (but not so as to leave in office fewer than two Trustees or a corporate Trustee), without assigning any reason for its removal.

13.3Appointment and removal on cessation of Company’s existence: The powers of appointment and removal shall be vested in the Trustee in the event that the Company ceases to exist otherwise than in consequence of a Company Reconstruction (as defined in Rule 10 of Part Two of the Schedule) or takeover (as envisaged in Rule 11.1 of Part Two of the Schedule) when the successor company (or, if more than one, such successor company as the Company shall nominate) shall have such powers.

13.4Retirement of Trustee: A Trustee may retire by giving to the Company written notice which shall take effect at the end of three months (or another period agreed with the Company) from the date of that notice, provided that this retirement shall not take effect unless immediately after retirement there will be at least two Trustees or a corporate Trustee in office (whether by virtue of an appointment taking effect upon such retirement or otherwise). If it is necessary to ensure compliance with Clause 13.1, the Company will procure a replacement Trustee or Trustees to replace the retiring Trustee at the end of the notice period. The retiring Trustee shall not be responsible for any costs caused by its retirement but shall do all things necessary to give proper effect to its retirement.

13.5Transfer of trust property: Promptly on removal or retirement, a Trustee shall transfer all trust property held by it to the continuing Trustee and deliver all documents in its possession relating to the Plan as the Company may direct.

13.6Participants as Trustee: A person shall not be disqualified from acting as a Trustee or an officer or employee of a Trustee of the Plan because he is or was an officer or employee of a Participating Company or is or was a Participant.

14.RESIDENCE OF THE TRUST

For so long as the Plan is a Schedule 2 SIP all Trustees shall be resident in the United Kingdom for tax purposes.

15.AMENDMENTS TO THE PLAN

15.1Company’s power to amend: Subject to the rest of this Clause 15, the Board may amend the Plan in any manner as it thinks fit by supplemental deed (with any amendment being binding on the Trustee, all Participating Companies and Participants) but so that no purported amendment shall be effective:

(a)whilst the Plan remains a Schedule 2 SIP, if such amendment is to a “key feature” (as defined in paragraph 81(B)(8) of Schedule 2) and as a result of the amendment, the Plan would no longer be a Schedule 2 SIP; or

(b)where it would cause the Plan to cease to be an Employees’ Share Scheme; or

(c)where it would materially adversely affect the rights of a Participant in respect of his Plan Shares unless it is made with his written consent or by a resolution passed as if all the Plan Shares held by the Trustee constituted a separate class of share capital and the provisions of the Articles of Association of the Company and the Companies Act 1985 or Companies Act 2006 relating to class meetings (with, in each case, the necessary amendments) applied to that class; or

(d)where it would offend the rule against perpetuities.

15.2Shareholder approval: To the extent required by (i) applicable law, (ii) regulation, (iii) the requirements of any stock exchange upon which the Shares are traded or (iv) the guidance or code of any investor body to which the Board has decided to adhere, no amendment to the advantage of Participants or Eligible Employees can be made to the provisions in the Plan (including this Deed) relating to:

(a)who can be a Participant or Eligible Employee; or

(b)the number of Shares which the Trustee can subscribe for under the Plan; or

(c)the basis for determining a Participant’s entitlement to and the terms of the Shares and any adjustment in the event of a Variation,

without the approval by ordinary resolution of the Company in general meeting, except minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or Eligible Employees or any Participating Company.

15.3Consent by Trustee: Any amendment to the Plan (including this Deed) shall require the consent of the Trustee, such consent not to be unreasonably withheld or delayed.

15.4Additional parts: The Company can adopt additional parts of the Plan applicable in any jurisdiction under which participation may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, which apply to a Participant, the Company, any Participating Company or any Associated Company. Any additional parts must conform to the basic principles of the Plan and must not enlarge to the benefit of Participants any limits in the Plan. Any such additional part shall not form part of the Plan for the purposes of Schedule 2.

15.5Consents: No amendments to the Plan (including this Deed) shall require the consent of any Participating Company or any third party except as expressly provided in this Clause.

16.TERMINATION OF THE PLAN

16.1Decision not to operate: The Company may resolve not to operate the Plan at any time. Any decision not to operate the Plan will not affect the subsisting rights of Participants, save as to the extent that no further deductions from Salary pursuant to any Partnership Share Agreement will be made unless an Accumulation Period is in progress.

16.2Decision to terminate the Plan: The Board or the Company may resolve to terminate the Plan at any time. Where the Plan is to be terminated, the Company will issue a Plan Termination Notice and provide a copy of the notice, without delay, to:

(a)the Trustee; and

(b)each individual who is either a Participant or has entered into a Partnership Share Agreement which was in force immediately before the notice was issued.

The Company shall execute a Plan Termination Notice in the event of its insolvency.

16.3Perpetuity period: No acquisition of Shares may be made under the Plan later than eighty  years after the date of this Deed or the earlier termination of the Plan by the Company. The perpetuity period applicable to this Deed shall be eighty (80) years.

16.4Return of surplus assets: On termination of the Plan for whatever reason, the Trustee shall sell all unappropriated or unallocated Shares and account for and pay the proceeds together with any other surplus assets or monies held by it to the Participating Companies, so far as practicable in proportion to the total amounts provided by each of them (directly or indirectly) to the Trustee or, as may otherwise, in the opinion of the Trustee, be appropriate.

17.DATA PROCESSING

For the purposes of administering the Plan, the Company, the Trustee, any Participating Company and any Associated Company will collect and process information relating to each Participant in accordance with the privacy notice currently available on the Company’s intranet.

18.GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of England.

19.CONSTRUCTION OF THIS DEED

The Schedule shall be treated as part of this Deed.

IN WITNESS of which this Deed has been executed and delivered as a deed by the parties on the date which first appears in page 1.

SCHEDULE 1
 THE RULES OF
THE ALCON INC. UK SHARE INCENTIVE PLAN

Part 1

Definitions and Interpretation

1.The words and expressions used in the Plan which have capital letters have the meanings set out below.

“Accumulation Period” in respect of Partnership Shares, the period during which a Qualifying Employee’s Partnership Share Money is accumulated before it is used to acquire Partnership Shares or is repaid to that employee;

“Acquisition Date” in respect of Partnership Shares the date determined under Rule 3.1 or Rule 4.3 of Part Four of the Schedule as appropriate; and in respect of Dividend Shares, the date determined under Rule 2.1 of Part Five of the Schedule;

“Announcement Date” any date on which the Company makes an announcement of its final or interim results for any financial year or other period for which the Company makes up its Accounts;

“Appropriation” the vesting in a Qualifying Employee of a beneficial interest in Free Shares or Matching Shares (and references to Appropriate or Appropriated shall be read accordingly);

“Appropriation Date” a date on which Free Shares or Matching Shares are Appropriated to a Qualifying Employee;

“Appropriation Year” a Tax Year during which an Appropriation of Shares is or is intended to be made;

“Associated Company” the meaning given in section 94 of Schedule 2;

“Board” the board of directors of the Company or a duly authorised committee of the board of directors, in either case constituted in accordance with the Articles of Association and which for the avoidance of doubt may include the Remuneration Committee of the Company;

“Capital Receipt” the meaning given in section 502 of ITEPA;

“Company” Alcon Inc. which for the purposes of the Plan may act through the Board or through a duly authorised committee thereof;

“Connected Company” means:

(i)the Company;

(ii)a company which Controls or is Controlled by the Company or is Controlled by a company which also Controls the Company; and

(iii)a company which is a Member of a Consortium owning the Company or which is owned in part by the Company as a Member of a Consortium;

“Control” unless otherwise indicated, control within the meaning given in section 995 of the Income Tax Act 2007 (reference to Controls or Controlled shall be read accordingly);

“Conversion Rate on any given day, the average currency conversion rate quoted by [insert name of bank / building society] as the price for US dollars purchased with Sterling;

“CTA 2010” the Corporation Tax Act 2010;

“Dealing Day” any day on which the NYSE is open for business;

“This Deed” this trust deed as amended from time to time;

“Deed of Adherence” a deed substantially in the form set out in Part Six of the Schedule;

“Dividend Shares” Shares acquired on behalf of a Participant under Part Five of the Schedule;

“Eligible Employee” an individual who on the Relevant Date:

(i)is in Employment; and

(ii)is a UK resident taxpayer within the meaning in paragraph 8(2) of Schedule 2; and

(iii)has been in Employment for such Qualifying Period (if any) as the Company may determine; and

(iv)an individual who on the Relevant Date is in Employment and nominated by the Company as an Eligible Employee (or is a member of a category of employees which is nominated by the Company as Eligible Employees) subject to being in Employment for such Qualifying Period (if any) as the Company may determine,

unless in either case, the individual is ineligible to participate in the Plan by virtue of Rule 3 of Part Two of the Schedule;

“Employees’ Share Scheme” the meaning given in section 1166 of the Companies Act 2006;

“Employer Company” the company (if any) of which a Participant is an employee when, as appropriate, either (a) his Plan Shares cease to be subject to the Plan; or (b) the Trustee receives a sum of money which constitutes (or forms part of) a Capital Receipt in respect of his Plan Shares and to which the PAYE Regulations apply at that time;

“Employment” employment with a Participating Company;

“Free Shares” Shares Appropriated to a Qualifying Employee under Part Three of the Schedule;

“HMRC” Her Majesty’s Revenue & Customs

“Holding Period” with respect to:

(i)an Appropriation of Free Shares or Matching Shares, the period specified by the Company for that Appropriation during which those Shares will be held by the Trustee, which must be not less than three years nor more than five years from the Appropriation Date (or such other period(s) as may be permitted under paragraph 36(2) of Schedule 2 from time to time); and

(ii)Dividend Shares, the period of three years from their Acquisition Date (or such other period as may be permitted under paragraph 67 of Schedule 2 from time to time);

“Initial Market Value” in relation to any Appropriation of Shares their Market Value on the Appropriation Date (or if that day is not a Dealing Day, then the immediately preceding Dealing Day); provided that the Market Value of any Shares which are restricted shares (within the meaning of paragraph 35(4) of Schedule 2 is determined as if they were not;

“IPO Date” the date on which the Shares are admitted to trading on the NYSE;

“ITA” the Income Tax Act 2007;

“ITEPA” the Income Tax (Earnings and Pensions) Act 2003;

“ITTOIA” the Income Tax (Trading and Other Income) Act 2005;

“Jointly Owned Company”

(iii)any company of which 50 per cent of its issued share capital is owned by the Company and/or any Subsidiary of the Company and 50 per cent of its issued share capital is owned by another person; and

(iv)any company under the Control of any such jointly owned company;

“Market Value” means in relation to a Share on any day:

(i)if and so long as the Shares are listed on the NYSE:

(A)the middle market quotation of a Share on that day; or

(B)the average of the middle market quotations on the NYSE of a Share for the three immediately preceding Dealing Days; or

(ii)subject to (i) above, the market value of a Share determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HMRC Shares and Assets Valuation;

If Shares are subject to a Relevant Restriction, Market Value shall be determined as if the Shares were not subject to a Relevant Restriction;

“Matching Shares” Shares Appropriated under Part Four of the Schedule and which remain subject to the Plan;

“Member of a Consortium” the meaning given in paragraph 99(3) of Schedule 2;

“NICs” national insurance contributions;

“NYSE” The New York Stock Exchange or any successor body carrying on the business of The New York Stock Exchange;

“Participant” any individual for whom the Trustee holds Plan Shares;

“Participating Company”

(i)the Company;

(ii)any Subsidiary which, with the approval of the Board, participates in the Plan; and

(iii)any company which is a Jointly Owned Company and which, with the approval of the Board, participates in the Plan;

“Participation Contract” an agreement between the Company and an Eligible Employee relating to participation in awards of Free Shares made pursuant to the Plan which complies with Rule 2 of Part Two of the Schedule;

“Partnership Shares” Shares acquired by the Trustee under Part Four of the Schedule on behalf of a Qualifying Employee and which remain subject to the Plan;

“Partnership Share Agreement” an agreement between the Company and an Eligible Employee relating to the acquisition of Partnership Shares pursuant to the Plan which complies with Rule 2 of Part Two of the Schedule and Rule 1, 4 and 7 of Part Four of the Schedule;

“Partnership Share Money” money deducted from a Qualifying Employee’s Salary under a Partnership Share Agreement;

“PAYE Deduction” a deduction required by PAYE Regulations;

“PAYE Obligations” obligations of any persons to account for income tax pursuant to Part 11 ITEPA or pursuant to PAYE Regulations;

“PAYE Regulations” the meaning given in section 684(8) of ITEPA;

“Performance Unit” any individual, team, divisional or corporate unit the Company may determine with respect to an Appropriation to be made under Rule 1 of Part Three of the Schedule;

“Permitted Cessation” ceasing to be in Employment or in employment with an Associated Company because of:

(i)injury or disability;

(ii)redundancy;

(iii)a transfer to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply;

(iv)a change of Control or other circumstances ending the Associated Company status of the company by which he is employed;

(v)retirement by agreement with their employer; or

(vi)death;

“Plan” the Alcon Inc. UK Share Incentive Plan established by the Deed and the Schedule (as amended from time to time);

“Plan Shares” Free Shares, Matching Shares, Dividend Shares, Partnership Shares and/or, where appropriate, New Shares which are held by the Trustee on behalf of the Participants to whom they have been Appropriated or on whose behalf they have been acquired;

“Plan Termination Notice” a notice terminating the Plan as referred to in paragraph 89 of Schedule 2;

“Qualifying Corporate Bond” the meaning given in section 117 of the Taxation of the Chargeable Gains Act 1992;

“Qualifying Employee” an Eligible Employee who has entered into a Participation Contract or Partnership Share Agreement, as appropriate;

“Qualifying Period”

(i)in the case of an award of Free Shares, a period of 18 months (or any different period specified by paragraph 16(2) of Schedule 2) ending with the date on which the award is made or such shorter period (if any) as the Board may determine in relation to the award;

(ii)in the case of an award of Partnership Shares and Matching Shares where there is an Accumulation Period, a period of six months (or any different period specified by paragraph 16(4) and (6) of Schedule 2) ending with the start of the Accumulation Period or such shorter period (if any) as the Board may determine in relation to the award; and

(iii)in the case of an award of Partnership Shares and Matching Shares where there is no Accumulation Period, a period of 18 months (or any different period specified by paragraph 16(3) and (5) of Schedule 2) ending with the

deduction of Partnership Share Money relating to the award or such shorter period (if any) as the Board may determine in relation to the award;

“Redundancy”  the meaning given in the Employment Rights Act 1996;

“Relevant Date”

(i)in relation to an award of Free Shares and Matching Shares, the Appropriation Date; and

(ii)in relation to an offer of Partnership Shares, the day Partnership Share Money relating to those Partnership Shares is deducted, or when there is an Accumulation Period, the day of the first deduction of the Partnership Share Money relating to those Partnership Shares;

“Relevant Restriction” any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA would apply if references in those sections to employment-related securities were references to Shares;

“Restricted Performance Measures” performance measures as defined in Rule 3.3 of Part Three of the Schedule;

“Salary” the meaning given in paragraph 43(4) of Schedule 2;

“Schedule” the schedule to the Deed;

“Schedule 2” Schedule 2 to ITEPA;

“Schedule 2 SIP” a share plan that meets the requirements of Schedule 2;

“Share” a share in the capital of the Company which satisfies the conditions specified in paragraphs 25 to 33 (inclusive) of Schedule 2 or, where the context permits in the event of a Company Reconstruction, such New Shares as forms part of any New Holding as those terms are defined in Rule 9 of Part Two of the Schedule;

“Subsidiary” any company which in relation to the Company is a company as defined by section 1159 of the Companies Act 2006 and which is under the Control of the Company;

“Tax Year” the meaning given in section 4(2) ITA 2007;

“Trustee” the Original Trustee referred to in the Deed or such other person or persons resident in the United Kingdom who is or are the trustee or trustees from time to time of the Plan;

“Unrestricted Performance Measures” performance measures as defined in Rule 3.4 of Part Three of the Schedule; and

“Variation” in relation to the equity share capital of the Company:

(i)a capitalisation issue, an offer or invitation made by way of rights, a subdivision, a consolidation or reduction; or

(ii)any other variation in respect of which HMRC may from time to time allow an adjustment of a Participant’s entitlement to Shares.

2.Words and expressions not otherwise defined have the same meanings as they have in the ITEPA.

3.References to a Participant ceasing to be in Employment or employed by an Associated Company shall not apply until the Participant has ceased employment with all Participating Companies and Associated Companies.

4.In this Plan:

4.1the headings are for the sake of convenience and should be ignored when construing it;

4.2references to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and include any subordinate legislation made under them;

4.3unless the context requires otherwise, words in the singular include the plural and vice versa and words imputing either gender include both genders;

4.4references to rules shall be to rules contained in the same part of the Schedule unless otherwise stated.

Part 2

Provisions affecting Plan Shares

1.OPERATION OF THE PLAN/PARTICIPATION ON THE SAME TERMS

1.1Board’s discretion: The Plan shall be operated at the discretion of the Board. The offer of Shares shall not create any expectation or right to a further offer of Shares.

1.2Participation on the same terms: Subject to Rules 3.3 and 3.4 of Part Three of the Schedule, every Eligible Employee must be invited to participate in the Plan in respect of any Appropriation of Shares or acquisition of Shares on their behalf on the same terms, and those who participate must do so on the same terms.

1.3Permitted factors: The fact that participation pursuant to Part Three of the Schedule in the Plan may be by reference to an Eligible Employee’s remuneration, length of service or hours worked shall not infringe Rule 1.2 unless, where more than one of these three factors is used, paragraph 9(4) of Schedule 2 is not complied with.

2.PARTICIPATION CONTRACT

2.1Holding period: A Participation Contract (and a Partnership Share Agreement which provides for the Appropriation of Matching Shares) shall allow for the Holding Period applicable to the Free Shares (or Matching Shares) to which it relates to be specified and shall, subject to its provisions, bind the Eligible Employee in contract with the Company:

(a)to permit any Plan Shares which are subject to a Holding Period and Appropriated to him or acquired on his behalf to remain in the hands of the Trustee throughout the Holding Period applicable to them; and

(b)not to assign, charge or otherwise dispose of his beneficial interest in any of those Plan Shares during their Holding Period.

2.2Forfeiture: The Participation Contract shall, if appropriate, state in respect of the Appropriation of Free Shares (or in the case of a Partnership Share Agreement, the Matching Shares) to which it relates the extent (if any) to which those Shares will be forfeited if, other than in the event of Permitted Cessation:

(a)the Participant ceases to be in Employment or employed by an Associated Company; or

(b)the Participant withdraws the Shares from the Plan; or

(c)in the case of Matching Shares only, if the Participant withdraws the Partnership Shares in respect of which those Matching Shares were Appropriated to him,

before the expiry of the period from the Appropriation Date of the relevant Shares specified under the Participation Contract or Partnership Agreement (as the case may be). If any Free Shares or Matching Shares are forfeited, a Participant shall cease to be beneficially entitled to those Shares.

3.INELIGIBILITY DUE TO PARTICIPATION IN OTHER SHARE SCHEMES

3.1Free Shares, Partnership Shares or Matching Shares: An individual shall not be eligible to participate in an award of Free Shares, Partnership Shares or Matching Shares in any Tax Year in which he has participated (or is in the same Tax Year to participate) in any other plan established by the Company or a Connected Company which is a Schedule 2 SIP.

3.2Deemed Participation: For the purposes of Rule 3.1 an individual shall be treated as having participated in an award of Free Shares under a Schedule 2 SIP if he would have received Free Shares under that plan but for his failure to meet a performance target.

3.3Successive participation: If an individual participates in an award in a Tax Year in which he has already participated in an award of shares under one or more Schedule 2 SIPs then the limits specified in Rule 2 of Part 3 of the Schedule, Rule 1.2 of Part 4 of the Schedule and Rule 2.1 of Part 5 of the Schedule apply as if the Plan and the other plan or plans were a single plan as required by paragraph 18A of Schedule 2.

4.CONTRIBUTIONS TO TRUSTEE

Any contributions to be made to the Trustee to enable an acquisition of Shares to be made by the Trustee for Appropriation on any Appropriation Date shall be made within a sufficient time to allow for that Appropriation.

5.ACQUISITION OF SHARES FOR THE PLAN/LIMIT ON NUMBER OF SHARES WHICH CAN BE ISSUED

5.1Acquisition of Shares: The Trustee, upon the direction of the Company, shall acquire Shares to be Appropriated as Free Shares or Matching Shares or which are to be acquired as Partnership Shares or Dividend Shares either by subscription from the Company or by purchase.

5.2Adjustment to Shares to be taken into account: Where Shares issued in connection with the Plan or any other Employees’ Share Scheme of the Company are to be taken into account for the purposes of any of the limits in this Rule 5 and a Variation has taken place between the date of issue of those Shares and the date on which the limit is to be calculated, the number of Shares which will be taken into account for the purposes of the limit will be adjusted in such manner as the Board considers appropriate to take account of the Variation.

6.APPROPRIATION AND OFFERS OF PARTNERSHIP SHARES / FREE SHARES

6.1Timing of Appropriations and Offers: Except in the case of the first Appropriation of Free Shares and offer of Partnership Shares under the Plan following the IPO Date, any Appropriation of Free Shares and/or offer of Partnership Shares shall be made within six weeks after any relevant Announcement Date or within six weeks of any date on which the Board determines that there are exceptional circumstances which justify an Appropriation of Free Shares and/or offer of Partnership Shares, provided that where Partnership Shares are offered by way of regular deductions from a Participant’s Salary, an offer of Partnership Shares can be made at any time, subject to any relevant code issued by the NYSE, as amended from time to time.

6.2Rights attaching to Plan Shares: Where the Trustee Appropriates or acquires Plan Shares a proportion of which rank for any dividend or other distribution or other rights attaching to Shares by reference to a record date preceding the relevant Appropriation Date or Acquisition Date and a proportion of which do not, then the Shares to be Appropriated or allocated to each Qualifying Employee shall, as far as practicable, be in the same proportions.

7.RIGHTS ISSUES

7.1Instructions to Trustee: Whenever any rights arise in respect of Plan Shares to be allotted, on payment, any shares, securities or rights of any description in the same company, each Participant shall be notified by the Trustee of the rights relating to his Plan Shares. Each Participant may direct the Trustee and the Trustee shall then be permitted to do one or more of the following:

(a)subject to the provision by the Participant of any necessary funds, to take up or sell all or any of the rights or allow them to lapse; and/or

(b)sell rights nil paid to the extent necessary to enable the Trustee to subscribe in full for the balance of any unsold rights.

The Participant’s instructions may be of particular or of general application and relate to Plan Shares Appropriated or acquired on his behalf before and after the date of the rights issue.

7.2Period for giving instructions: The Trustee shall act upon any such instruction received by it not less than five Dealing Days before the expiry of the period allowed for the exercise of any such rights. If any Participant has not by such time given instructions to the Trustee with regard to those rights and, if appropriate, provided any funds necessary for the purpose, the Trustee shall take no action. The Trustee shall deal with any Capital Receipt received in consequence of the non-exercise or sale of any rights in accordance with Clause 11.5 of the Deed.

7.3New Shares: Any shares, securities or rights taken up by the Trustee on behalf of any Participant under Rule 7.1(b) shall, subject to Rule 12 and provided that the right so to take up shares, securities or other rights was conferred in respect of all the ordinary shares in the Company, form part of the Participant’s Plan Shares and shall be deemed to have been Appropriated to or acquired on behalf of the Participant in the same way and at the same time as the Participant’s Plan Shares in respect of which they are allotted.

7.4Trustee’s indemnity: Nothing in this Rule shall require the Trustee to act in any manner which would involve it in any liability unless indemnified to its satisfaction by the Participant against such liability.

8.CAPITALISATION ISSUES

Where any Shares are allotted by way of capitalisation to the Trustee in respect of any Participant’s Plan Shares, those Shares shall, subject to Rule 12, form part of that Participant’s Plan Shares and be deemed to have been Appropriated to, or acquired on behalf of the Participant in the same way and at the same time as the Participant’s Plan Shares in respect of which they are allotted.

9.COMPANY RECONSTRUCTION

9.1Company reconstruction: This Rule applies if there occurs in relation to any of a Participant’s Plan Shares (the “Original Shares”) a transaction:

(a)which results in a new holding (the “New Holding”) being equated with the Original Shares for the purposes of capital gains tax; or

(b)that would have that result but for the fact that what would be the new holding would consist of or include a Qualifying Corporate Bond.

Such a transaction shall be referred to in this Rule as a Company Reconstruction.

9.2Excluded Shares: If, as part of a Company Reconstruction, any:

(a)redeemable shares or securities issued as mentioned in section 1000(1) CTA 2010;

(b)share capital issued in circumstances such that section 1022 CTA 2010; or

(c)share capital to which section 410 ITTOIA applies that is issued in a case where subsection (2) or (3) of that section applies,

is/are issued (and in respect of which a charge to income tax arises) those shares shall not form part of the New Holding for the purposes of this Rule.

9.3New Shares: In this Rule “New Shares” means, subject to Rule 9.2, shares comprised in the New Holding which were issued in respect of, or otherwise represent, the Original Shares.

9.4Effect on Original Shares: For the purposes of the Plan:

(a)a Company Reconstruction shall be treated as not involving a disposal of the Original Shares;

(b)the date on which any New Shares are to be treated as having been Appropriated to or acquired on behalf of a Participant shall be that on which his Original Shares were so Appropriated or acquired;

(c)the conditions in Part 4 (types of shares that may be used) of Schedule 2 shall be treated as fulfilled with respect to any New Shares if they were (or were treated as) fulfilled with respect to the Original Shares; and

(d)the provisions of sections 489 to 514 of ITEPA, sections 392 and 405 to 408 and section 770 of ITTOIA, sections 488 to 490 ITA and Part 1 of Schedule 7D to the Taxation of Chargeable Gains Act 1992 shall apply in relation to the New Shares as they would have applied to the Original Shares.

9.5References to Plan Shares: Following a Company Reconstruction references to a Participant’s Plan Shares shall be construed, subject to the above provisions, as being or, as the case may be, as including, references to any New Shares.

9.6References to the Company: Following a Company Reconstruction references to the Company in this Schedule shall, unless the context otherwise requires, be construed as referring to the successor company.

10.EVENTS DURING HOLDING PERIOD

10.1Takeover: A Participant may during the Holding Period of any of his Plan Shares direct the Trustee to:

(a)accept an offer for those Plan Shares (“the Original Shares”) if such acceptance will result in a new holding being equated with the Original Shares for the purposes of capital gains tax; or

(b)accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for those Plan Shares if the offer forms part of a general offer as mentioned in Rule 10.1(c) below; or

(c)accept an offer of cash, with or without other assets, for those Plan Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his shares in the Company and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of the Company, within the meaning of sections 450 and 451 CTA 2010; or

(d)agree to a transaction affecting those Plan Shares or those of them which are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(i)all the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or

(ii)all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in an employee share ownership plan which is a Schedule 2 SIP.

10.2Compulsory acquisition: In the case of a takeover offer (as defined in section 974 of the Companies Act 2006) there arises a right under section 983 of that Act to require the offeror to acquire the Participant’s Free Shares, Matching Shares and Dividend Shares or such of them as are of a particular class, the Participant may direct the Trustee to exercise that right.

11.SHARES IN LIEU OF CASH DIVIDENDS

11.1Instructions to Trustee: Subject to Part Five of the Schedule (Reinvestment of Cash Dividends), this Rule applies where the holders of any class of shares of which some are Plan Shares are offered the right to elect to receive Shares, credited as fully paid in whole or in part, instead of a cash dividend. Within 5 Dealing Days, or any other period the Trustee may decide, before the closing of the offer, the Participant may:

(a)instruct the Trustee to elect to receive Shares; or

(b)instruct the Trustee to elect to receive cash.

As regards a Scrip Offer the Participant’s election may be of particular or of general application and relate to Plan Shares appropriated before and after the date of the relevant dividend. In the absence of any instruction from the Participant, the Participant shall be deemed to have elected for cash.

11.2Vesting of Shares: Any Shares taken up by the Trustee on behalf of any Participant under this Rule shall not form part of the Participant’s Plan Shares to which they relate and shall belong to the Participant. The Trustee shall, subject to Clause 11 of the Deed and its PAYE obligations or its obligations under paragraph 79 of Schedule 2 or sections 509 to 514 of ITEPA take all reasonable steps to procure that the Participant (or his nominee) receives the Shares as soon as practicable.

11.3Cash dividends: Any cash dividend paid in respect of a Participant’s Plan Shares shall, subject to Part Five of the Schedule (Reinvestment of Cash Dividends), be paid to the Participant by, or on behalf of, the Trustee in accordance with Clause 6 of the Deed.

12.FRACTIONAL ENTITLEMENTS

12.1Proportionate allocation: Where the Trustee receives additional rights or securities in respect of Plan Shares under a capitalisation or rights issue or similar offer or invitation, the Trustee shall allocate those rights or securities amongst the Participants concerned on a proportionate basis. If that allocation gives rise to a fraction of a security or of a transferable unit of a security (in this Rule “unit”), the Trustee shall round the allocation down to the next whole unit and aggregate the fractions not allocated. The Trustee shall use its best endeavours to sell any rights or units which are not allocated and distribute the net proceeds of sale (after deducting from them any expenses of sale and any taxation which may be payable in respect of them) proportionately among the Participants whose allocation was rounded down, but so that any sum of less than £3 otherwise distributable to a particular Participant may be retained by the Trustee and used for the purposes of the Plan.

12.2Allocation by reference to time of Appropriation: In any circumstances in which the Trustee receives New Shares which form part of a Participant’s Plan Shares, the Trustee shall allocate the New Shares to the Participant by reference to the relative times of Appropriation or acquisition of his Plan Shares to which they relate. If that allocation gives rise to a fraction of a New Share, the Trustee shall, subject to ITEPA, round the allocation up or down to the next whole unit as it, in its discretion, thinks fit.

13.TRANSFER OF PLAN SHARES

Subject to Clause 11.3 of the Deed, the Trustee shall as soon as practicable after it is required to under the Plan, either transfer the legal title to any Plan Shares it holds on behalf of that Participant into the name of the relevant Participant (or his nominee).

14.STAMP DUTY

14.1Subject to Rule 14.1(b) any stamp duty or other expenses involved in any transfer of Shares by the Trustee shall be payable:

(a)In the case of a transfer into the name of the Participant concerned, by the Trustee (and reimbursed by the Company);

(b)in any other case, by the transferee concerned; and

(c)any broker’s fees or dealing costs arising on the sale of a Participant’s Plan Shares shall be paid by the Participant concerned.

15.NOTICES

15.1Instructions to Trustee: Any instruction given to the Trustee by or on behalf of a Participant or any person in whom the beneficial interest in his Plan Shares is for the time being vested under the Plan may be given in writing or electronically and, unless given electronically, signed by the relevant person.

15.2Notices: Any notice or other communication under or in connection with the Plan may be given in such form as the Board considers to be appropriate which may include communication by email (in the case of an individual to his last known email address) or by intranet or by personal delivery or by sending the same by post. If the notice is sent by post it shall be deemed to have been duly given on the day following the date the notice is posted or if sent by electronic mail or by other electronic means on the day following the date of transmission except that in the case of a notice or communication given by an Eligible Employee, Qualifying Employee or Participant, it shall be effective only upon receipt by the Company (or Subsidiary) or Trustee, as the case may be.

16.DISPUTES

The decision of the Board on any dispute or question affecting any Eligible Employee, Qualifying Employee, Participating Company or Participant under the Plan shall be final and conclusive.

17.TERMS OF EMPLOYMENT

17.1Rights of Participants and Eligible Employees: Participation in the Plan is not pensionable. Nothing in the Plan nor in any instrument executed under it will confer upon any person any right to continue in Employment, or will affect the right of any Participating Company to terminate the Employment of any person without liability at any time with or without cause, or will impose upon any Participating Company or the Trustee or the Board or their respective agents and employees any liability whatsoever (whether in contract, tort, or otherwise howsoever) in connection with:

(a)the loss of a Participant’s benefits or rights under the Plan;

(b)the failure or refusal of any person to exercise any discretion under the Plan; and/or

(c)a Participant ceasing to be a person who has the status or relationship of an employee or executive director with the Company or any other Participating Company or Associated Company for any reason as a result of the termination of his Employment.

17.2Waiver of any rights: Any person whose employment with a Participating Company or an Associated Company ceases for any reason as a result of dismissal (lawfully or otherwise) shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or otherwise to

any sum, damages, Shares or other benefits to compensate that person for the loss of any rights, benefits or expectations under the Plan or any instrument executed under it.

17.3The Benefit of Rule 17.1 and Rule 17.2: The benefit of Rule 17.1 and Rule 17.2 is given for the Company and/or the Trustee, as appropriate, for itself and as trustee and agent of the Company (if the benefit is given for the Trustee), and of all the Company’s Subsidiaries or any of its Associated Companies and the Company and/or the Trustee, as appropriate, will hold the benefit of Rule 17.1 and Rule 17.2 on trust and as agent for each of them and the Company and/or the Trustee may, at their respective discretion, assign the benefit of this Rule 17.3 to any of them.

17.4No obligations to make contributions: Nothing in the Plan shall be construed as imposing on a Participating Company a contractual obligation as between that Participating Company and any Qualifying Employee or Participant to contribute or to continue to contribute to the Plan.

18.TERMINATION OF THE PLAN

18.1The effect of issuing a Plan termination notice: If the Company issues a Plan Termination Notice in accordance with Clause 16.2 of the Deed then:

(a)no further Shares may be Appropriated under the Plan;

(b)the Trustee must, subject to Rule 18.2, remove a Participant’s Plan Shares from the Plan as soon as practicable after the end of (i) the period of three months beginning with the date on which a copy of the Plan Termination Notice is provided in accordance with Clause 16.2 of the Deed; or (ii) if later, the first date on which that Participant’s Plan Shares may be removed from the Plan without giving rise to a charge to income tax under sections 501 to 507 of ITEPA on that Participant; and

(c)the Trustee must as soon as practicable pay to Participants any money held on their behalf, including any Partnership Share Money and any amount of cash dividend held for acquiring Dividend Shares on their behalf that has not yet been reinvested (subject to deduction of income tax under PAYE and NICs as appropriate.)

18.2Participant’s consent to early release: The Trustee may, with the Participant’s consent, remove a Participant’s Plan Shares at a date earlier than that given under Rule 18.1(b). For this purpose, any consent given by a Participant before he receives a copy of the Plan Termination Notice shall be disregarded.

18.3How the Trustee removes Plan Shares from the Plan: The Trustee removes a Participant’s Plan Shares from the Plan by:

(a)transferring them to that Participant or to another person at his direction; or

(b)disposing of them and accounting (or holding themselves ready to account) for the proceeds to that Participant or to another person at his direction.

If the Participant has died, references to this Rule to the Participant shall be read as references to his personal representatives.

Part 3

Free Shares

1.INVITATION TO PARTICIPATE

If the Board resolves that an Appropriation of Free Shares shall be made, it shall invite all Eligible Employees who are not at that time a party to a Participation Contract, to participate by issuing to them a Participation Contract. To consent to the Appropriation of Free Shares an Eligible Employee must return the Participation Contract duly completed by the date specified in it. An Eligible Employee who does not return a Participation Contract by the specified date shall be deemed to have declined to participate in the Plan at that time. The Board shall specify the Holding Period for the Free Shares to be Appropriated on an Appropriation Date. The Holding Period of any Free Shares already Appropriated under the Plan cannot be increased.

2.MAXIMUM VALUE OF FREE SHARES APPROPRIATED

The maximum aggregate Initial Market Value of the Free Shares Appropriated to a Qualifying Employee in an Appropriation Year shall not exceed the maximum amount permitted by paragraph 35 of Schedule 2 from time to time (currently £3,600). For the purposes of applying this limit, the Initial Market Value of the Free Shares shall be converted into US dollars by applying the Conversion Rate at the relevant Appropriation Date.

3.PERFORMANCE MEASURES AND TARGETS

3.1Appropriation may be subject to performance measures: An Appropriation of Free Shares may be made subject to performance measures and targets as provided for under this Rule 3.

3.2Requirements as to performance measures: If any Appropriation of Free Shares under

the Plan is to be made subject to performance measures they must be:

(a)provided for all persons who are Eligible Employees in respect of that Appropriation;

(b)based on business results or other objective criteria;

(c)fair and objective measures of the performance of the Performance Units to which they apply;

(d)set for Performance Units where no employee can be a member of more than one Performance Unit; and

(e)be either Restricted Performance Measures or Unrestricted Performance Measures.

3.3Restricted Performance Measures: If the Board decides to Appropriate Free Shares by reference to Restricted Performance Measures then at least 20 per cent. of the Free Shares to be Appropriated must be Appropriated without reference to performance measures and shall be Appropriated on the same terms as required by Rule 1 of Part Two of the Schedule. The remaining Free Shares shall be Appropriated subject to performance measures but so that, in respect of that Appropriation, the highest Appropriation made to a Qualifying Employee by reference to performance shall be no more than four times the highest Appropriation to a Qualifying Employee without reference to performance. The Free Shares awarded by reference to performance need not be allocated on the same terms as required by Rule 1 of Part Two of the Schedule.

3.4Unrestricted Performance Measures: If the Board decides to Appropriate Free Shares by reference to Unrestricted Performance Measures some or all of the Free Shares shall be Appropriated by reference to performance measures but so that:

(a)Appropriations of Free Shares to Qualifying Employees who are members of the same Performance Unit shall be made on the same terms as required by Rule 1 of Part Two of the Schedule;

(b)Free Shares Appropriated for each Performance Unit shall be treated as separate Appropriations; and

(c)in the opinion of the Board, the performance measures for each Performance Unit can be reasonably viewed as comparable; and

(d)such performance measures are consistent targets (as defined for the purposes of paragraph 42(3) of Schedule 2).

3.5Company’s obligation to notify: If an Appropriation of Free Shares under the Plan is to be made subject to performance measures and targets the Company must, as soon as reasonably practicable, notify:

(a)each Eligible Employee participating of the performance measures and targets which will be used to determine the number or value, as appropriate, of Free Shares Appropriated to him; and

(b)Eligible Employees in general terms of the performance measures and targets which will be used to determine the number or value, as appropriate, of Free Shares to be Appropriated to each Eligible Employee participating in that Appropriation.

3.6Confidential Information: In fulfilling its obligation under Rule 3.5(b) above the Company shall not be obliged to disclose any information which the Board reasonably considers would prejudice commercial confidentiality.

4.BASIS OF APPROPRIATION

4.1Free Shares — no performance measures: Free Shares to be Appropriated to Qualifying Employees pursuant to Rule 1 shall be Appropriated on a basis determined by the Board but so that such basis complies with Rule 1 of Part Two of the Schedule.

4.2Free Shares — performance measures: The Board shall determine in respect of any Appropriation of Free Shares to be made subject to performance measures (i) what the Performance Units are to be for that Appropriation; (ii) what performance measures and targets are to be used; and (iii) whether the performance measures are Restricted Performance Measures or Unrestricted Performance Measures.

Part 4

Partnership Shares and Matching Shares

1.INVITATIONS

1.1Invitations to Eligible Employees: If the Board decides to give Eligible Employees the opportunity to acquire Partnership Shares, each Eligible Employee will be sent a Partnership Share Agreement under which, if entered into:

(a)the Eligible Employee would authorise the Company to deduct part of his Salary for the acquisition of Partnership Shares; and

(b)the Company would agree to arrange for Partnership Shares to be acquired on behalf of the Eligible Employee in accordance with the Plan.

To participate in the opportunity to acquire Partnership Shares an Eligible Employee must return the Partnership Share Agreement duly completed by the date specified in it. Any Eligible Employee who does not return a Partnership Share Agreement by the specified date shall be deemed to have declined to participate in the opportunity to acquire Partnership Shares at that time.

1.2Maximum deductions from Salary: The Partnership Share Agreement must stipulate the maximum amount of Partnership Share Money (or percentage of Salary) that may be deducted from an Eligible Employee’s Salary and the intervals at which such deductions are to be made, but so that the maximum amount cannot exceed the amount permitted by paragraph 46 of Schedule 2 from time to time (currently £1,800) and cannot, in any event, exceed ten per cent. of the Eligible Employee’s Salary.

1.3Percentage of Salary: For the purposes of Rule 1.2 above, ten per cent. of Salary shall mean:

(a)if the Partnership Share Agreement does not provide for an Accumulation Period, ten per cent. of the Salary payment from which the deduction is made; and

(b)if the Partnership Share Agreement provides for an Accumulation Period, ten per cent. of the Salary payments over the Accumulation Period.

1.4Minimum deductions from Salary: The Partnership Share Agreement in respect of any invitation shall also stipulate that the monthly amount (irrespective of the interval for deductions) to be deducted from a Participant’s Salary in pursuance of that Agreement must not be less than a specified minimum amount which must not be greater than £10 (or any other amount specified by paragraph 47(2) of Schedule 2).

1.5Prescribed notice: The Partnership Share Agreement must contain a notice in a prescribed form in compliance with paragraph 48 of Schedule 2.

2.PARTNERSHIP SHARE MONEY

2.1Payment to Trustee: Any Partnership Share Money shall be paid to the Trustee as soon as practicable following its deduction from a Qualifying Employee’s Salary and shall be held by the Trustee on his behalf pending its application in accordance with Rule 3.1 or 4.3 of this Part Four, as appropriate, in an account (interest-bearing or otherwise) with:

(a)a person falling within section 991(2)(b) ITA (certain institutions permitted to accept deposits);

(b)a building society; or

(c)a relevant European institution within section 991(2)(c) ITA.

If the Partnership Share Money held on behalf of a Qualifying Employee is held in an interest-bearing account, the Trustee shall account for the interest to that Qualifying Employee. The Trustee is, however, not obliged to keep monies in an interest-bearing account.

2.2Repayment if the Plan ceases to be a Schedule 2 SIP: If the Plan ceases to be a Schedule 2 SIP by virtue of paragraph 81H or 81I of Schedule 2 and the period for an appeal has expired or an appeal has been unsuccessful or withdrawn, any Partnership Share Money held by the Trustee on behalf of a Participant must be paid to that Participant as soon as practicable after the expiry of such period or on the date the appeal is adjudged unsuccessful or withdrawn (as applicable).

3.NO ACCUMULATION PERIOD

3.1Acquisition of Shares: Any Partnership Share Money deducted from a Participant’s Salary under a Partnership Share Agreement with no Accumulation Period will be applied by the Trustee in acquiring Partnership Shares on a date (the “Acquisition Date”) set by the Trustee which is within 30 days after the deduction is made. The number of Shares acquired on behalf of a Participant shall be determined by reference to the Market Value (converted into a pounds Sterling equivalent by application of the Conversion Rate) of the Shares on that Acquisition Date.

3.2Surplus Partnership Share Money: Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares by the Trustee on behalf of a Participant may, with the agreement of the Participant (which may be provided for in the Partnership Share Agreement), be carried forward and added to the amount of the next deduction of Salary. In any other case it must be paid over to the Participant in pounds Sterling (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

4.ACCUMULATION PERIOD

4.1Accumulation Period: If the Board decides to offer an Accumulation Period in respect of an invitation to acquire Partnership Shares, the Partnership Share Agreement must specify:

(a)the length of the Accumulation Period (which cannot exceed twelve months or, if different, any period specified from time to time in paragraph 51 (1) of Schedule 2);

(b)the date of the start of the Accumulation Period (which may not be later than the date on which the first deduction of Salary is made under that Agreement); and

(c)the date of the end of the Accumulation Period and whether the Accumulation Period will come to an end on the occurrence of (a) specified event(s).

4.2Transaction resulting in a new holding: If, during an Accumulation Period, a transaction occurs in relation to any Partnership Shares (“the original holding”) to be acquired under a Partnership Share Agreement which results in a new holding of shares being equated with the original holding for the purposes of capital gains tax and the Participant so consents, the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding.

4.3Acquisition of Shares: Subject to Rule 4.5, the Partnership Share Money deducted in respect of a Participant during an Accumulation Period must be applied by the Trustee in acquiring Partnership Shares on behalf of that Participant on a date (the “Acquisition Date”) set by the Trustee which is within 30 days after the end of that Accumulation Period. The number of Shares acquired on behalf of a Participant will be determined in accordance with any of the following methods:

(a)by reference to the lower of:

(i)the Market Value of the Shares at the beginning of the Accumulation Period; and

(ii)the Market Value of the Shares on the Acquisition Date;

(b)by reference to the Market Value of the Shares on the first day of the Accumulation Period; or

(c)by reference to the Market Value of the Shares on the Acquisition Date,

in each case having been converted into a pounds Sterling equivalent by application of the Conversion Rate.

4.4Surplus Partnership Share Money: Any surplus Partnership Share Money remaining

after the acquisition of Partnership Shares by the Trustee may, with the agreement of the Participant (which may be provided for in the Partnership Share Agreement), be carried forward to the next Accumulation Period. In any other case it must be paid over to the Participant in pounds Sterling (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

4.5Repayment of Partnership Share Money: In any case where Partnership Share Money has been deducted in an Accumulation Period and either:

(a)the Participant ceases to be in Employment or employed by an Associated Company during that Accumulation Period; or

(b)the Accumulation Period comes to an end on the occurrence of an event specified in the Partnership Share Agreement,

the Partnership Share Money deducted in that Accumulation Period must be paid over to the Participant in pounds Sterling (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

5.STOPPING, RE-STARTING AND VARYING DEDUCTIONS

5.1Stopping deductions: A Participant may at any time after entering into a Partnership Share Agreement give notice to the Company to stop deductions from his Salary in pursuance of that Partnership Share Agreement.

5.2Re-starting deductions: A Participant who has stopped deductions from his Salary in pursuance of a Partnership Share Agreement may subsequently give notice to the Company to re-start deductions from his Salary in pursuance of that Partnership Share Agreement. However:

(a)any deductions that have been missed may not be made up; and

(b)where the deductions are made during an Accumulation Period the Partnership Share Agreement may prevent a Participation from re-starting deductions more than once in that Accumulation Period.

5.3Termination of Partnership Share Agreement: Notwithstanding any other provision of the Plan, a Partnership Share Agreement will terminate:

(a)at any time by the Participant giving notice to the Company;

(b)if the Participant ceases to be in employment or employed by an Associated Company, or where a Partnership Share Agreement terminates (whether pursuant to this Rule or otherwise), no further deductions shall be made from his Salary and any Partnership Share Money held on his behalf shall be paid over to him (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable;

(c)if the Company gives notice to all Participants holding subsisting Partnership Share Agreements that no further deductions of Salary will be made under those Partnership Share Agreements which do not provide for an Accumulation Period.

5.4Varying Deductions: Without prejudice to the rights of a Participant pursuant to Rules 5.1, 5.2 and 5.3, a Participant may only vary the level of deductions from his Salary pursuant to his Partnership Share Agreement with the agreement of the Company.

5.5Effect of notice under Rules 5.1, 5.2 and 5.3:

Unless a later date is specified in any notice given under:

(a)Rules 5.1, and 5.3(a) above, the Company must give effect to such a notice within 30 days of receiving it; or

(b)Rule 5.2 above, the Company must re-start deductions under the Partnership Share Agreement no later than the date of the first deduction due under the Partnership Share Agreement more than 30 days after receipt of the notice.

6.WITHDRAWAL OF PARTNERSHIP SHARES

A Participant may withdraw his Partnership Shares from the Plan at any time.

7.NUMBER OF PARTNERSHIP SHARES THAT CAN BE ACQUIRED

7.1Limit specified at time of invitation: The Company may specify at the time of making an invitation under Rule 1 the maximum number of Partnership Shares that can be acquired on behalf of Eligible Employees in respect of that invitation. The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any limit on the number of shares to be acquired:

(a)if there is no Accumulation Period, before the deduction of any Partnership Share Money under the Partnership Share Agreement; or

(b)if there is an Accumulation Period, before the beginning of the Accumulation Period under the Partnership Share Agreement.

7.2Scaling down: If the Company receives applications for Partnership Shares in excess of the maximum number of Partnership Shares specified in respect of that invitation under Rule 7.1 then the following steps shall be taken in sequence until the excess number is eliminated:

(a)the excess of the monthly deduction chosen by each Qualifying Employee over the amount stipulated under Rule 1.4 shall be reduced pro rata;

(b)all monthly deductions shall be reduced to the amount stipulated under Rule 1.4; and

(c)Partnership Share Agreements shall be selected by lot, each based on a monthly deduction of the amount stipulated under Rule 1.4.

7.3Modification/Withdrawal and Notification: If Rule 7.2 applies each Partnership Share Agreement shall be deemed to have been modified or withdrawn in accordance with Rule 7.2 and each Qualifying Employee shall be notified of the change to his Partnership Share Agreement

8.MATCHING SHARES

8.1Matching Shares: The Board may decide to offer Matching Shares in conjunction with an invitation to acquire Partnership Shares. The Partnership Share Agreement under which Matching Shares are offered must state the extent (if any) to which the Matching Shares Appropriated to a Participant in respect of the associated Partnership Shares will be forfeited if the Participant, other than in the event of a Permitted Cessation:

(a)ceases to be in Employment or employed by an Associated Company other than on a Permitted Cessation; or

(b)withdraws the Matching Shares from the Plan; or

(c)withdraws the associated Partnership Shares from the Plan,

in each case within such period stated in the Partnership Share Agreement (not to exceed three years) after the relevant Shares were Appropriated to him or acquired on his behalf, as appropriate.

8.2Terms of Matching Shares: Matching Shares shall:

(a)be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate;

(b)be Appropriated on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant; and

(c)in respect of any Appropriation, be Appropriated to all Participants on exactly the same basis.

8.3Ratio of Matching Shares: The Partnership Share Agreement under which Matching Shares are offered must specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and the circumstances and manner in which the ratios may be changed by the Company. The ratio must not exceed 2:1 (or such other ratio permitted by paragraph 60 (2) of Schedule 2 from time to time). The Participant must be informed by the Company if the ratio offered by the Company changes before Partnership Shares are acquired on his behalf under the relevant Partnership Share Agreement.

8.4Holding Period and Trustee authorisation: The provisions of Rules 2.1, 7 and 10 of Part Two of the Schedule and Clause 11.3 of the Deed shall apply with the necessary amendments in respect of Matching Shares offered under this Part Four of the Schedule.

Part 5

Reinvestment of Cash Dividends

1.PERMITTED REINVESTMENT

1.1Mandatory or Voluntary Reinvestment: At the time of operating Part Three or Part Four of the Schedule, the Board may in its discretion direct that some or all of cash dividends paid in respect of any Plan Shares Appropriated or acquired on behalf of a Participant as a consequence of that operation must either:

(a)be applied in acquiring Dividend Shares on behalf of the Participant; or

(b)be applied in acquiring Dividend Shares only on behalf of Participants who elect to reinvest those dividends.

If the Board decides to impose or allow such a facility under the Plan, the provisions of this Part Five of the Schedule shall apply.

The Board may at any time revoke or amend any direction for reinvestment of cash dividends made pursuant to this Rule 1.

In any direction is given or amended under this Rule 1, the Board shall set out the amount of cash dividends to be applied by the Trustee in accordance with this Rule 1 or how that amount is to be determined.

1.2Dividend Shares/Holding Period: Dividend Shares shall be shares of the same class and carrying the same rights as the Shares to which the cash dividend relates and may not be subject to forfeiture. Dividend Shares shall be acquired on behalf of a Participant subject to a Free Share or/and Partnership Share Agreement which, subject to its provisions, binds the Participant to permit the Dividend Shares acquired on his behalf to remain in the hands of the Trustee throughout the Holding Period applicable to them and not to assign, charge or otherwise dispose of his beneficial interest in any of those Dividend Shares during their Holding Period. The Holding Period for Dividend Shares shall be three years from their Acquisition Date (or such other period as may be permitted under paragraph 67 of Schedule 2 from time to time).

2.ACQUISITION OF DIVIDEND SHARES

2.1Time of acquisition: Subject to Rule 2.3, the Trustee must apply a cash dividend paid in respect of Plan Shares that is to be reinvested in acquiring Dividend Shares on a date (the “Acquisition Date”) set by the Trustee which is a date within 30 days of the date on which the cash dividend is received by it. The Trustee must, in exercising its powers in relation to the acquisition of Dividend Shares, treat Participants fairly and equally and may, for these purposes, use any unappropriated Shares that it holds.

2.2Number of Dividend Shares acquired: The number of Dividend Shares acquired on behalf of a Participant shall be determined by the Market Value of those Shares on their Acquisition Date.

2.3Carry forward of uninvested amounts: Any amount of a cash dividend available for reinvestment that is not reinvested because it is insufficient to acquire a Dividend Share on behalf of a Participant may be retained by the Trustee (in pounds Sterling) and carried forward and added to the amount of the next cash dividend to be reinvested for that Participant. However, any such amount retained by the Trustee must be paid over to the Participant (in Sterling) as soon as practicable:

(a)if the Participant ceases to be in Employment or employed by an Associated Company prior to its reinvestment; or

(b)if a Plan Termination Notice is issued prior to its reinvestment.

For the purposes of this Rule an amount of cash dividend carried forward from an earlier cash dividend shall be treated as reinvested before an amount derived from a later cash dividend.

Part 6

Deed of Adherence

THIS DEED is made the        day of    [insert date]

BETWEEN:

(1)ALCON INC. (the “Company”);

(2)LINK MARKET SERVICES TRUSTEES LIMITED (the “Trustee”); and

(3)[insert name of New Participating Company] (the “Adhering Company”).

and is supplemental to the Trust Deed and Rules (the “Trust Deed”) of the Alcon Inc. UK Share Incentive Plan (the “Plan”) executed by the Company and the Trustee on [insert date].

WHEREAS:

(A)The Adhering Company was incorporated on the         day of20 [     ] and on the     day of       20 [  ] became a Subsidiary under the Control of the Company;

(B)The Adhering Company wishes to become a Participating Company under, and to invite its Eligible Employees to participate in, the Plan.

NOW THIS DEED WITNESSES as follows:

1.Terms and expressions used in this deed of adherence shall, unless the context otherwise requires, have the same meaning as in the Trust Deed.

2.The Adhering Company agrees to become a Participating Company and to be bound by the terms of the Trust Deed.

IN WITNESS of which this Deed of Adherence has been delivered as a deed on the date written above.

EXECUTED AS A DEED by	)
ALCON INC. acting by:	)
			Director
			Director / Secretary
EXECUTED AS A DEED by [INSERT NAME		)

OF NEW PARTICIPATING COMPANY]	)
acting by:	)
		Director
		Director / Secretary
EXECUTED AS A DEED by LINK MARKET	)
SERVICES TRUSTEES LIMITED	)
acting by:	)
		Director
		Director / Secretary

APPENDIX 1

Alcon Inc. UK Share Incentive Plan (the “Plan”): Free Share Agreement

PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING BELOW

Participant (the “Participant”)	Company (the “Company”)
Name:	Name: Alcon Inc.
Home Address:	Registered Address: Chemin de Blandonnet 8, 1214 Vernier, Geneva V8 0000
Payroll Number:

This agreement is between the above named parties.

This agreement sets out the terms on which the Participant agrees to take part under the terms of the Plan and is subject to the rules of the Plan.

The definitions in the Plan Rules apply to this agreement:

PARTICIPANT

1.I agree to accept the Free Shares in the Company awarded to me under the Plan.

2.I agree to leave the Free Shares in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of [insert number of years being not less than 3 and not more than 5].

3.I agree that the dividends paid on my shares will be used by the Trustees to buy more shares in the Company for me according to the rules of the Plan.

4.I agree to leave the Dividend Shares in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of 3 years.

5.I have read this agreement and agree to be bound by it and by the rules of the Plan.

6.The Company agrees to arrange for shares in the Company to be awarded and bought for me, according to the rules of the Plan.

7.Rule 6 of Part 2 of the Plan shall apply to any award of Free Shares. The number of Free Shares to be awarded by reference to performance shall be determined using the methods specified in Rule 3.2, 3.3 or 3.4 of Part 3 of the Plan.

8.For the purposes of administering the Plan, the Company, any Participating Company and any Associated Company will collect and process information relating to each Participant in accordance with the privacy notice currently available on the Company’s intranet.

Signature: Date:

Rights and Obligations

1.I agree that taking part in the Plan does not affect my rights, entitlements and obligations under my contract of employment, and does not give me any rights or additional rights to compensation or damages if my employment ceases.

2.I may ask the Trustees for my Free Shares and Dividend Shares at any time after the end of the Holding Period, but I may have to pay income tax and National Insurance Contributions when they are taken out of the Plan.

3.I agree to allow the Trustees to sell some or all of my shares to pay any income tax and National Insurance Contributions in respect of my shares ceasing to be subject to the Plan, unless I provide them in advance with sufficient funds to pay these amounts.

4.If there is a rights issue, I agree to allow the Trustees to sell some of the rights attached to my shares in the Plan, to exercise the rights attached to other shares held by me in the Plan.

5.I can at any time withdraw from this agreement, by writing to my employer.

6.I agree that withdrawal from this agreement will not affect the terms on which I agreed to accept any shares that have already been awarded to or bought for me under the terms of the Plan.

7.I understand that my obligations during the Holding Period will end:

7.1if I cease to be in Relevant Employment, and this may lead to forfeiture of the Free Shares;

7.2if the Company terminates the Plan in accordance with Clause 16 of the Deed and I have consented to the transfer of the Shares to me.

8.I understand that my obligations under the Holding Period are subject to:

8.1the right of the Trustee to sell my shares to meet PAYE and NIC obligations;

8.2the Trustees accepting at my direction an offer for my shares in accordance with the Plan.

9.Unless the board of directors of the Company or a duly constituted committee of it (the “Board”) determines otherwise I will lose my Free Shares if I cease to be in Relevant Employment within [insert time not exceeding 3 years] from the date of the Award, unless the employment ceased for one of the following reasons:(3)

9.1death or incapacity due to ill health or accident (such incapacity reasonably being expected to be permanent);

9.2retirement on terms agreed with the Board;

9.3redundancy; or

9.4wrongful dismissal.

Dividend Reinvestment

1.All cash dividend will be used to buy more shares (Dividend Shares) for me.

2.Any amount not used to buy shares shall be carried forward and added to the next cash dividend to be reinvested.

APPENDIX 2

The Alcon Inc. UK Share Incentive Plan (the “Plan”): Partnership Share Agreement

This agreement is between:

Participant (the “Participant”)	Alcon Inc. (the “Company”)	Link Market Services Trustees Limited (the “Trustee”) “Trustee)” (the “Trustees”)
Name:	Address: Chemin de Blandonnet 8, 1214 Vernier, Geneva V8 0000	Address: The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Home Address:
Payroll Number:

This agreement sets out the terms on which the Participant agrees to buy shares under the terms of the Plan and is subject to the rules of the Plan. The definitions in the Plan Rules apply to this agreement.

NOTICE TO PARTICIPANT ABOUT POSSIBLE EFFECT ON BENEFITS

Deductions from your pay to buy partnership shares under this agreement may affect your entitlement to or the level of, some contributory social security benefits, statutory maternity pay and statutory sick pay.

They may also have a similar effect in respect of some contributory social security benefits paid to your spouse or civil partner.

With this agreement you should have been given information on the effect of deductions from your pay to buy partnership shares on entitlement to social security benefits, statutory sick pay and statutory maternity pay. The effect is particularly significant if your earnings are brought below the lower earnings limit for National Insurance purposes, and is explained in the information: it is therefore important that you read it. If you have not been given a copy, ask your employer for it. Otherwise a copy may be obtained from any office of HM Revenue & Customs, Department of Social Security, or, in Northern Ireland, the Department for Social Development. You should take the information you have been given into account in deciding whether to buy partnership shares.

PARTICIPANT

1.I agree to allow my employer to deduct the following amount per [insert period, e.g. month] from my Salary:

(insert amount between £10 and £300 (per month) and not more than 10% of your salary).

2.I agree that these deductions will be used to buy Partnership Shares in the Company for me. I agree that the Trustee will accumulate my deductions from [Company to specify beginning and end of Accumulation Period if there is one] and buy Partnership Shares in the Company for me after the end of the Accumulation Period.

3.I agree to accept Matching Shares in the Company awarded to me under the Plan and leave them in the hands of the Trustee, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of 3 years.

4.I agree that all dividends paid on my shares will be used by the Trustee to buy more shares in the Company for me according to the rules of the Plan. I agree to accept the Dividend Shares bought for me and leave them in the hands of the Trustee, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole for the whole of the Holding Period of 3 years.

5.I understand that shares may fall in value as well as rise.

6.I have read this agreement and agree to be bound by it and by the rules of the Plan.

7.For the purposes of administering the Plan, the Company, the Trustee, any Participating Company and any Associated Company will collect and process information relating to each Participant in accordance with the privacy notice currently available on the Company’s intranet.

COMPANY

1.The Company agrees to arrange for shares in the Company to be bought for me, according to the rules of the Plan.

2.The Company agrees to provide 1 Matching Share for every 2 Partnership Shares.

3.The Company undertakes to notify me of any restriction on the number of Partnership Shares available in the (or each) Award.

TRUSTEE

4.The Trustee agrees to keep my Salary deductions in the Royal Bank of Scotland until they are used to buy shares in the Company for me.

Signature: Date:

PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING

Rights and Obligations

1.I agree that taking part in the Plan does not affect my rights, entitlements and obligations under my contract of employment, and does not give me any rights or additional rights to compensation or damages if my employment ceases.

2.I may stop the deductions at any time, or begin them again, by writing to my employer, but I may not make up any amounts missed when deductions were stopped.

3.I agree that the deductions from my salary, or the number of shares that I receive may be scaled down if the limit on the number of shares set by the Company for this award is exceeded.

4.I may ask the Trustee for my Partnership Shares at any time, but I may have to pay income tax and National Insurance Contributions when they are taken out of the Plan.

5.I agree to allow the Trustees to sell some or all of my shares to pay any income tax and National Insurance Contributions in respect of my shares ceasing to be subject to the Plan, unless I provide them in advance with sufficient funds to pay these amounts.

6.I agree that any deductions not used to buy shares will at the discretion of the Trustees be repaid to me after the deduction of any necessary income tax or National Insurance Contributions, or will be carried forward and added to the next deduction or Accumulation Period.

7.If there is a rights issue, I agree to allow the Trustee to sell some of the rights attached to my shares in the Plan, in order to fund the exercise of the rights attached to other shares held by me in the Plan.

8.I can at any time withdraw from this agreement by writing to my employer. Any unused deductions will be returned to me after the deduction of any necessary income tax or National Insurance Contributions.

9.I agree that withdrawal from this agreement will not affect the terms on which I agreed to buy shares already held for me under the Plan.

Accumulation Period

1.The Accumulation Period shall come to an end when [specify nature of event(s)], but this agreement shall continue until terminated by any party giving notice to the others.

2.I may only restart deductions once in any Accumulation Period.

Matching Shares

3.The ratio of Matching Shares to Partnership Shares is 1:2 and may be varied by the Company. The circumstances and manner in which the ratio may be varied are [company to specify details here].

4.If the ratio varies, the Company will notify me before the Partnership Shares are bought for me.

5.I will lose my Matching Shares if:

·I cease to be in Employment, or

·I withdraw the Partnership Shares in respect of which the Matching Shares were awarded

(either or both of these options may be specified) within 3 years from the date of the Award, unless the employment ceases for one of the following reasons:

(a)death or incapacity due to ill health or accident (such incapacity reasonably being expected to be permanent);

(b)retirement on terms agreed with the Board;

(c)redundancy; or

(d)wrongful dismissal.

Partnership Share Money held by Trustee

The Trustee is under no obligation to keep the deductions in an interest-bearing account, but if they do, they will pay the interest to me.

Dividend Reinvestment

1.Cash dividends will be used to buy more shares (Dividend Shares) for me.

Holding Period: Dividend and Matching Shares

1.I understand that my obligations during the Holding Period will end:

(a)if I cease to be in Employment, and this may lead to forfeiture of the Matching Shares;

(b)if the Company terminates the Plan and I have consented to the transfer of the Shares to me.

2.I understand that my obligations under the Holding Period are subject to:

(a)the right of the Trustees to sell my shares to meet PAYE obligations;

(b)the Trustees accepting at my direction an offer for my shares in accordance with the Plan.