1. NAME
1.1 The Company's name is Novo Nordisk A/S.
1.2 The Company also carries on business under the names of:
- Novo Industri A/S (Novo Nordisk A/S)
- Novo Terapeutisk Laboratorium A/S (Novo Nordisk A/S)
- Nordisk Gentofte A/S (Novo Nordisk A/S)
- Nordisk Insulinlaboratorium A/S (Novo Nordisk A/S)
2. REGISTERED OFFICE
2.1 The Company's registered office is situated in the municipality of
Gladsaxe.
3. OBJECTS
3.1 The Company's objects are to carry out research and development and to
manufacture and commercialise pharmaceutical, medical and technical products
and services as well as any other activity related thereto as determined by the
Board of Directors. The Company strives to conduct its activities in a
financially, environmentally, and socially responsible way.
4. SHARE CAPITAL
4.1 The Company's share capital amounts to DKK 646.960.000 divided into A share
capital of DKK 107,487,200 and B share capital of DKK 539.472.800
.
4.2 The share capital is divided into shares of DKK 1 or multiples thereof. One
share certificate may comprise several shares.
4.3 The share capital has been fully paid up.
5. SHARES AND REGISTER OF SHAREHOLDERS
5.1 The A shares shall be issued in the names of the holders and shall be
entered in the holders' names in the Company's Register of Shareholders. The B
shares shall be registered with VP Securities Services and be issued to bearer,
and they may be registered in the names of the holders in the Company's
Register of Shareholders upon request. Entry of a B share under the holder's
name in the Company's Register of Shareholders shall be subject to the
condition that the Company has been notified of such entry by VP Securities
Services. The Company shall not be liable for the correctness of notifications
received from VP Securities Services.
5.2 The A shares shall be non-negotiable instruments. The B shares shall be
negotiable instruments.
5.3 In addition, the Articles of Association contain special rules as to the
pre-emptive subscription rights of holders of A shares and B shares in
connection with an increase of the share capital (Articles 6.1 and 6.2), as to
the transferability of A shares (Articles 5.4-5.7), as to the voting rights
carried by A shares and B shares (Articles 9.2 and 9.3), as to the dividend
rights of A shares and B shares (Article 16) and as to the preferential rights
of B shares to be covered in case of winding up (Article 17.2). In other
respects, no shares shall carry special rights.
5.4 Where a shareholder wants to sell one or more A shares, such shares shall
be offered to the Board of Directors on behalf of the other holders of A shares
at a price not lower than the average of the buying price quoted for the B
shares on the Copenhagen Stock Exchange during the last three months prior to
the submission of such offer. The offer shall be accompanied by a certificate
issued by a bank proving the stated average price. Where no price has been
quoted for the B shares during the last three months prior to the submission of
such offer, the A shares intended to be sold shall be offered at a price not
lower than the value assessed for the B shares by a bank selected by the Board
of Directors. Such assessment shall be the average of the prices estimated by
such bank for each of the last three months prior to the submission of such
offer. Within 30 days of receipt of such offer, the Board of Directors shall
inform the shareholder whether other holders of A shares wish to acquire the
shareholding in question. The purchase price shall be paid no later than two
months after it has been fixed.
5.5 If the other holders of A shares do not exercise or do not fully exercise
their preferential right to acquire the A shares offered, then the shareholder
intending to sell shall be entitled - within a period of three months - to sell
any shares that have not been acquired by the other shareholders to any third
party on the same terms and
conditions as those contained in the offer submitted to the Board of Directors
according to Article 5.4 above.
5.6 Articles 5.4 and 5.5 shall not apply to any transfer of shares by
inheritance or to a shareholder's transfer of shares during his lifetime to his
spouse, issue, or to family foundations.
5.7 Articles 5.4 and 5.5 shall moreover apply to compulsory sales in connection
with administration of estates or to proceedings or any other action taken by
creditors.
5.8 No restrictions shall apply to the transferability of B shares.
5.9 No shareholder shall be obliged to have his shares redeemed in whole or in
part.
5.10 Shares which have not been notified for registration by VP Securities
Services and coupon sheets pertaining to such shares may be cancelled by the
Board of Directors without any order of the court pursuant to the rules on
cancellation contained in applicable law in force from time to time.
6. INCREASE OF THE SHARE CAPITAL
6.1 In case the share capital is increased by issuance of A shares as well as B
shares, the existing ratio between the two classes of shares must not be
changed. In case of such an increase, holders of A shares shall have a
pre-emptive right to subscribe for new A shares, and holders of B shares shall
have a pre-emptive right to subscribe for new B shares.
6.2 Where the share capital is increased by either A shares or B shares, the
holders of both classes of shares shall have proportionate pre-emptive
subscription rights for the new A shares or the new B shares respectively.
6.3 Until 15 March 2009, the Board of Directors shall be authorised, without
granting any pre-emptive rights to the shareholders, to increase the share
capital in one or more stages by issuing B shares of up to DKK 20,903,400 and
to offer the shares to the employees of the Company or its subsidiaries at a
price which is lower than the market price of the B shares.
6.4 Until 15 March 2009, the Board of Directors shall also be authorised,
without granting any pre-emptive rights to the shareholders, to increase the
share capital in one or more stages by issuing B shares of up to DKK 100
million for the purpose of acquiring, in whole or in part, an existing
enterprise. In these cases, payment is effected in other assets than cash.
6.5 Furthermore, until 15 March 2009, the Board of Directors shall be
authorised to increase the share capital in one or more stages by up to DKK 100
million by cash payment.
If the subscription price of the capital increase equals the market price of
the B shares, the Board of Directors may decide that the capital increase shall
be effected by the issue of B shares only and without any pre-emptive
subscription rights for the shareholders.
If the subscription price of the capital increase is lower than the market
price of the B shares, the capital increase shall be distributed proportionally
between A shares and B shares and with pre-emptive subscription rights for the
shareholders.
6.6 The following shall apply to any increase of the share capital pursuant to
Articles 6.3-6.5: (i) A shares shall be registered in the names of the holders,
whereas B shares shall be issued to bearer, although they may be registered in
the names of the holders in the Company's Register of Shareholders, (ii) A
shares shall be non-negotiable instruments whereas B shares shall be negotiable
instruments, (iii) the provisions of the Articles of Association relating to A
shares and/or B shares, respectively, shall in addition be applicable.
7. LOCATION, TIME AND CONVENING OF GENERAL MEETINGS
7.1 The Company in General Meeting shall, subject to Danish law and the
limitations set out in the Articles of Association, exercise the ultimate
authority over the Company.
7.2 General Meetings shall be held at a venue in the County of Copenhagen, in
the City of Copenhagen, or in the municipality of Frederiksberg as determined
by the Board of Directors.
7.3 The Annual General Meeting shall be held before the end of April in every
year.
7.4 Extraordinary General Meetings shall be held as resolved by the Company in
General Meeting or the Board of Directors, or upon the request of the
auditor(s) or shareholders representing in total at least one tenth of the
share capital. Such request shall be submitted in writing to the Board of
Directors and be accompanied by specific proposals for the business to be
transacted. The Extraordinary General Meeting shall then be called not later
than two weeks after receipt of such request.
7.5 General Meetings shall be called by the Board of Directors at no more than
four weeks' and no less than two weeks' notice, including the day of the notice
calling the General Meeting and the day of the General Meeting. The notice
calling such Meeting, stating the agenda for the meeting, shall be advertised
in two national daily newspapers as determined by the Board of Directors.
7.6 The agenda and the complete proposals and, in the case of the Annual
General Meeting, the audited Annual Report, shall be available for inspection
by the shareholders at the Company's offices not later than eight days prior to
any General Meeting and shall at the same time be sent to any registered
shareholder on request.
8. AGENDA, CHAIRMAN AND MINUTES OF GENERAL MEETINGS
8.1 Any shareholder shall be entitled to have specific proposals considered by
the Company in General Meeting. Any such proposal(s) for the Annual General
Meeting shall be submitted in writing to the Board of Directors not later than
1 February of the relevant year.
8.2 The agenda of the Annual General Meeting shall include the following:
1. The Board of Directors' oral report on the Company's activities in the past
financial year.
2. Presentation and adoption of the audited Annual Report.
3. A Resolution to distribute the profit or cover the loss according to the
adopted Annual Report.
4. Election of members to the Board of Directors.
5. Appointment of auditor(s).
6. Any proposals from the Board of Directors and/or shareholders.
7. Any other business.
8.3 General Meetings shall be presided over by a chairman, appointed by the
Board of Directors. The chairman shall decide on all matters relating to the
business transacted, the casting of votes and the results of voting.
8.4 The business transacted at the General Meeting shall be recorded in a
minute book to be signed by the chairman.
8.5 The Board of Directors may decide that a General Meeting shall be held in
English. All documents to be provided to the shareholders shall be in both
Danish and English. The Board of Directors shall ensure that the Danish
shareholders who are present at the General Meeting may participate in such
meeting in Danish.
9. RIGHT OF ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETINGS
9.1 Any shareholder shall be entitled to attend and to vote at a General
Meeting provided, however, that the shareholder has applied for an admission
card to such General Meeting not later than five days prior thereto. Admission
cards shall be issued to anyone who is registered as a shareholder in the
Company's Register of Shareholders. Any shareholder who is not so registered
shall document his shareholding by means of a statement of account which is not
more than five days old issued by VP Securities Services or the account-holding
bank (custodian bank) and shall at the same time issue a written statement to
the effect that after the date of issue of the statement of account the
shareholder has not sold the shares and does not intend to do so before the
General Meeting has been held. Unless the shareholder states an address to
which the admission card is to be sent, the admission card shall be collected
at the Company's offices not later than the day before the General Meeting.
9.2 Any class A share of DKK 1 shall carry 10 votes.
9.3 Any class B share of DKK 1 shall carry 1 vote.
9.4 The voting right may be exercised by a proxy-holder, provided, however,
that such holder substantiates his/her right to attend the General Meeting by
presenting an admission card and a duly dated written instrument of proxy.
10. RESOLUTIONS AT GENERAL MEETINGS, MAJORITY OF VOTES AND QUORUM
10.1 Resolutions by the General Meeting shall be passed by a simple majority of
votes, unless stricter requirements are made under the Danish Companies Act or
the Articles of Association.
10.2 Any resolution to amend the Articles of Association shall be subject to
adoption by at least 2/3 of the votes cast and of the voting share capital
represented at the General Meeting, unless stricter requirements are made under
the Danish Companies Act.
10.3 Any resolution to amend the Articles of Association in accordance with
Article 10.2 shall only be passed at one General Meeting, if at least 2/3 of
the total number of votes in the Company has been represented at the General
Meeting ("the quorum requirement").
10.4 If the quorum requirement is not fulfilled, the Board of Directors shall
within two weeks convene another General Meeting at which the resolution may be
passed in accordance with Article 10.2 irrespective of the number of votes
represented.
10.5 Any proxy to attend the first General Meeting shall, notwithstanding
Article 9.4 and unless expressly revoked, be considered valid also in respect
of the second General Meeting.
11. BOARD OF DIRECTORS
11.1 The Board of Directors shall be in charge of managing the Company.
11.2 The Board of Directors shall consist of 4 to 10 members to be elected by
the Company in General Meeting. Each member shall hold office for one year at a
time. Retiring members may be re-elected.
11.3 The Board of Directors shall moreover include a number of members elected
by the employees of the Company and its subsidiaries in accordance with
applicable law thereon in force from time to time.
11.4 The Board of Directors shall elect one of its members as Chairman. The
Board of Directors may also elect one of its members as Vice- chairman to act
as substitute for the Chairman.
11.5 Board Meetings shall be convened and presided over by the Chairman. Board
Meetings shall be convened if so requested by a member of the Board of
Directors or by a member of the Management registered with the Commerce and
Companies Agency.
11.6 The Board of Directors shall constitute a quorum when more than half of
its members are present.
11.7 For the Board of Directors to pass a resolution, the vote of a simple
majority of the members present is required. In case of a parity of votes, the
Chairman shall hold the casting vote.
11.8 The Board of Directors shall lay down its own rules of procedure for the
performance of its duties and exercise of its powers.
11.9 The business transacted at the Meetings of the Board of Directors shall be
recorded in a minute book to be signed by all members of the Board of
Directors.
11.10 The members of the Board of Directors shall receive an annual fee to be
fixed at the Annual General Meeting in connection with the adoption of the
audited Annual Report.
12. MANAGEMENT
12.1 The Board of Directors shall appoint a managing director (President) to be
in charge of the day-to-day management of the Company. The Board of Directors
may also appoint up to eight additional managers (Executive Vice Presidents).
All managers shall be registered with the Commerce and Companies Agency.
13. POWERS TO BIND THE COMPANY
13.1 The Company shall be legally bound by the joint signatures of two Members
of the Executive Management registered with the Commerce and Companies Agency
or by the joint signatures of one such member of the Executive Management and
the chairman or vice-chairman of the Board of Directors or by the joint
signatures of all members of the Board of Directors.
14. AUDITING
14.1 The audit shall be carried out by one state-authorised public accountant,
unless more auditors are required under the law.
14.2 The auditor shall be appointed by the Annual General Meeting. The
appointment shall be for a term of one year. The retiring auditor may be
reappointed. An auditing company may be appointed auditor.
15. FINANCIAL YEAR AND ANNUAL REPORT
15.1 The financial year of the Company shall be the calendar year.
15.2 The Annual Report shall give a true and fair view of the assets and
liabilities, financial position and profits or losses of the Company and of the
Group respectively, see the Danish Financial Statements Act in force from time
to time.
16. DISTRIBUTION OF DIVIDEND
16.1 Any profit according to the adopted Annual Report shall first of all be
transferred to the necessary reserves. Dividend shall be distributed with a
priority dividend of 1/2% to the holders of A shares and then, in priority, up
to a dividend of 5% to the holders of B shares. Any distribution of additional
dividends shall be subject to the provision that the holders of A shares shall
never receive a total dividend exceeding the percentage rate of the dividend
paid to the holders of B shares.
16.2 Dividends on A shares shall be remitted to the shareholders at the
addresses entered in the Company's Register of Shareholders as at the date of
the Annual General Meeting. Dividends on B shares shall be paid with fully
discharging effect for the Company through VP Securities Services and an
account-holding bank to shareholders registered by VP Securities Services at
the time of payment. The right to dividends shall lapse five years after the
due date of payment thereof.
17. DISSOLUTION
17.1 Unless otherwise provided by Danish law, any resolution for the
dissolution of the Company shall be passed by the Company in General Meeting in
accordance with the provisions on the amendment of the Articles of Association
(Articles 10.2-10.4). Where a resolution to dissolve the Company is passed,
such dissolution shall be effected by voluntary winding up proceedings.
17.2 When distributing the proceeds of the winding up proceedings, the B share
capital shall be covered in priority at its nominal value, following which the
A share capital shall be covered in the same manner. The holders of A and B
shares shall subsequently rank equally in proportion to their nominal holdings
in respect of further distributions.
These Articles of Association were adopted on 19 June 2007 pursuant to
resolutions at the Company's Annual General Meeting held on 7 March 2007.
Chairman:
______________________
Klaus Søgaard