Resolutions from the Annual General Meeting of Novo Nordisk A/S

Bagsværd, Denmark, 21 March 2019 - Today, Novo Nordisk A/S held its Annual General Meeting, at which the following resolutions were adopted:

Financial year 2018 and 2019

• The Company's statutory Annual Report 2018.
• The actual remuneration of the Board of Directors for 2018 and the remuneration level for 2019.
• The final dividend for 2018 of DKK 5.15 for each Novo Nordisk A or B share of DKK 0.20. The total dividend for 2018 of DKK 8.15 includes both the interim dividend of DKK 3.00 for each Novo Nordisk A and B share of DKK 0.20 which was paid in August 2018 and a final dividend of DKK 5.15 for each Novo Nordisk A and B share of DKK 0.20 to be paid in March 2019.

Elections

• Re-election of Helge Lund as chairman of the Board of Directors.
• Re-election of Jeppe Christiansen as vice chairman of the Board of Directors.
• Re-election of Brian Daniels, Andreas Fibig, Sylvie Grégoire, Liz Hewitt, Kasim Kutay and Martin Mackay as members of the Board of Directors.
• Election of Laurence Debroux as new member of the Board of Directors.
• Re-appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartner-selskab as the Company's auditor.

Shares and capital

• Reduction of the Company's B share capital by cancellation of part of the Company's own holding of B shares. The Company's B shares are reduced by DKK 10,000,000 from DKK 382,512,800 to DKK 372,512,800. The Company's A share capital of DKK 107,487,200 remains unchanged, whereby the Company's share capital will amount to DKK 480,000,000.
• Authorisation to the Board of Directors until the Annual General Meeting 2020 to allow the Company to repurchase own shares of up to 10% of the share capital subject to a holding limit of 10% of the share capital.
• Authorisation to the Board of Directors to increase the Company's share capital for a period of two years until 21 March 2021 by a total of nominally DKK 2,000,000 for the authorisation under Article 5.3 in the Articles of Association (for employees without pre-emptive rights for shareholders) and a total of nominally DKK 48,000,000 for the authorisation under Article 5.4, (with or without pre-emptive rights for existing shareholders) subject to a total cap of nominally DKK 48,000,000 for both authorisations under Articles 5.3 and 5.4.

Other

• Revised Remuneration Principles were adopted.
• A proposal from a shareholder to reduce prices if the return on equity exceeded 7%, was not adopted.

Composition of the Board of Directors and its committees

After the Annual General Meeting, the Board of Directors held a board meeting to appoint members of its committees.

The Board of Directors, including its committees, is now composed as follows:

• Helge Lund (chairman of the Board and chairman of the Nomination Committee)
• Jeppe Christiansen (vice chairman of the Board and chairman of the Remuneration Committee)
• Brian Daniels (member of the Remuneration Committee and the Research & Development Committee)
• Laurence Debroux (member of the Audit Committee)
• Andreas Fibig (member of the Audit Committee)
• Sylvie Grégoire (member of the Nomination Committee, the Audit Committee and the Research & Development Committee)
• Liz Hewitt (chairman of the Audit Committee and member of the Remuneration Committee)
• Mette Bøjer Jensen (employee representative and member of the Nomination Committee)
• Kasim Kutay (member of the Nomination Committee)
• Anne Marie Kverneland (employee representative and member of the Remuneration Committee)
• Martin Mackay (chairman of the Research & Development Committee)
• Thomas Rantzau (employee representative and member of the Research & Development Committee)
• Stig Strøbæk (employee representative and member of the Audit Committee) 

Further information

Company Announcement No 19/2019