1. Annual General Meeting on 12 March 2008
The ordinary Annual General Meeting will be held on
Wednesday 12 March 2008 at 4.30 pm (CET)
at Radisson SAS, Falkoner Centret, Falkoner Allé 9, 2000
Frederiksberg, Denmark.
The notice for the Annual General Meeting is enclosed.
2. Proposed change in members of the Board of Directors
At the Annual General Meeting on 12 March 2008 all board members
elected by the Annual General Meeting are up for election. The Board
of Directors proposes re-election of the following
shareholder-elected board members: Sten Scheibye, Göran A Ando, Kurt
Briner, Henrik Gürtler, Kurt Anker Nielsen and Jørgen Wedel.
Niels Jacobsen, who has been board member since November 2000, has
decided not to seek re-election.
The Board of Directors of Novo Nordisk A/S proposes that Pamela J
Kirby is elected to the Board of Directors at the Annual General
Meeting. For further information on Pamela J Kirby's background and
the motivation for her election, please see the notice for the Annual
General Meeting 2008 (enclosed) or the Company's website
novonordisk.com under 'About Novo Nordisk' - 'Corporate governance'.
Novo Nordisk is a healthcare company and a world leader in diabetes
care. In addition, Novo Nordisk has a leading position within areas
such as haemostasis management, growth hormone therapy and hormone
replacement therapy. Novo Nordisk manufactures and markets
pharmaceutical products and services that make a significant
difference to patients, the medical profession and society. With
headquarters in Denmark, Novo Nordisk employs approximately 26,000
employees in 80 countries, and markets its products in 179 countries.
Novo Nordisk's B shares are listed on the stock exchanges in
Copenhagen and London. Its ADRs are listed on the New York Stock
Exchange under the symbol 'NVO'. For more information, visit
novonordisk.com.
Further information:
Media: Investors:
Outside North America: Outside North America:
Mike Rulis Mads Veggerby Lausten
Tel: (+45) 4442 3573 Tel: (+45) 4442 7945
mike@novonordisk.com mlau@novonordisk.com
Hans Rommer
Tel: (+45) 4442 4765
hrmm@novonordisk.com
In North America: In North America:
Sean Clements Christian Qvist Frandsen
Tel: (+1) 609 514 8316 Tel: (+1) 609 919 7937
secl@novonordisk.com cqfr@novonordisk.com
Stock Exchange Announcement no 11 /
2008
Appendix to Novo Nordisk A/S' AGM Stock Exchange Announcement dated
20 February 2008
To the shareholders of Novo Nordisk A/S
The Company will conduct its Annual General Meeting on
Wednesday 12 March 2008 at 4.30 pm (CET)
at Radisson SAS, Falkoner Centret, Falkoner Allé 9, 2000
Frederiksberg, Denmark.
Agenda:
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 2007,
including approval of the remuneration of the Board of Directors.
3. A resolution to distribute the profit according to the adopted
Annual Report 2007.
4. Election of members to the Board of Directors.
All board members elected by the Annual General Meeting are
up for election. The Board of Directors proposes re-election of the
following current board members elected by the Annual General
Meeting: Sten Scheibye, Göran A Ando, Kurt Briner, Henrik Gürtler,
Kurt Anker Nielsen and Jørgen Wedel. The Board of Directors proposes
that Pamela J Kirby is elected to the Board of Directors.
5. Election of auditor.
The Board of Directors proposes re-election of
PricewaterhouseCoopers.
6. Proposals from the Board of Directors:
6.1 Reduction of the Company's B share capital from DKK 539,472,800
to DKK 526,512,800 by cancellation of 12,960,000 B shares of DKK 1
each from the Company's own holdings of B shares at a nominal value
of DKK 12,960,000, equal to 2% of the total share capital. After
implementation of the share capital reduction, the Company's share
capital will amount to DKK 634,000,000 divided into A share capital
of DKK 107,487,200 and B share capital of DKK 526,512,800.
6.2 Authorisation of the Board of Directors, until the next Annual
General Meeting, to allow the Company to acquire own shares of up to
10% of the share capital and at the price quoted at the time of the
purchase with a deviation of up to 10%, cf Article 48 of the Danish
Public Limited Companies Act.
6.3 Donation to the World Diabetes Foundation (WDF) of an amount up
to a total of DKK 575 million to be granted in the course of the
financial years 2008-2017.
6.4 Adoption of proposed guidelines for incentive-based
remuneration for the Board of Directors and Executive Management.
6.5 Amendments to the Articles of Association:
6.5.1 Article 4.2 and Articles 9.2-9.3: Reduction of the specified
minimum nominal value of the Company's shares from DKK 1.00 to DKK
0.01 and a consequent amendment of the voting rights attached to the
shares, following which every B share capital amount of DKK 0.01 (the
minimum nominal denomination) shall carry one vote and every A share
capital amount of DKK 0.01 (the minimum nominal denomination) shall
carry 10 votes.
6.5.2 Article 6.3: Existing authorisation of the Board of Directors
to issue B shares to employees without pre-emptive subscription
rights for existing shareholders to be extended until 12 March 2013
and to be reduced to a maximum nominal amount of DKK 4 million.
6.5.3 Articles 6.4-6.6: Existing authorisations of the Board of
Directors to increase the share capital to be replaced by an
authorisation of the Board of Directors until 12 March 2013 to
increase the share capital by an amount up to a maximum of nominally
DKK 126 million.
6.5.4 Article 7.2: Change of the specified venue for general meetings
to the Capital Region of Denmark.
6.5.5 Article 7.4: Reduction of the number of shares required to
request an extraordinary general meeting from 1/10 to 1/20 of the
share capital.
7. Miscellaneous.
Elaboration and statement explaining the proposals:
Re agenda item 3:
The proposed dividend for 2007 is DKK 4.50 for each Novo Nordisk B
share of DKK 1.00 and for each Novo Nordisk A share of DKK 1.00. This
is a 29% increase compared to the dividend for the fiscal year 2006
(DKK 7 for each share of DKK 2). No dividend will be paid on the
Company's holding of treasury shares.
Re agenda item 4:
Novo Nordisk A/S is aiming at composing a Board of Directors
consisting of persons who have such knowledge and experience that the
collective Board of Directors can attend to the interests of the
Company and thus the interests of the shareholders with due respect
to other stakeholders of the Company in the best possible way. The
Board of Directors actively contributes to developing the Company as
a globally operating, focused pharmaceutical company, and supervises
the management in its decisions and operations.
Please see the Company's website novonordisk.com under 'About Novo
Nordisk' ®'Corporate governance' for a more detailed description of
the competence criteria of the Board of Directors.
The Board of Directors proposes re-election of the following current
board members elected by the Annual General Meeting: Sten Scheibye,
Göran A Ando, Kurt Briner, Henrik Gürtler, Kurt Anker Nielsen and
Jørgen Wedel. The Board of Directors proposes that Pamela J Kirby is
elected to the Board of Directors.
It is the assessment of the Board of Directors that the proposed
composition of the Board of Directors complies with the
above-mentioned criteria.
In addition to their professional qualifications, the proposed
candidates possess significant experience from the daily work and
management of international pharmaceutical and high-technology
companies and together they have the knowledge and the professional
and international experience which are competences important to the
work of the Board of Directors.
The proposed board candidates have the following backgrounds.
Independence is defined in accordance with the Danish Corporate
Governance Recommendations (2005) designated by OMX Nordic Exchange
Copenhagen (OMX) unless otherwise stated:
Sten Scheibye is chairman of the Board of Directors of Novo Nordisk
A/S. Since 1995, he has been president and CEO of Coloplast A/S,
Denmark.
Besides being a member of the boards of various Coloplast companies,
Mr Scheibye is a member of the Board of Danske Bank A/S, Denmark.
Furthermore, he holds a seat on the Central Board and the Executive
Committee of the Confederation of Danish Industries.
Mr Scheibye has an MSc in Chemistry and Physics from 1978 and a PhD
in Organic Chemistry from 1981, both from the University of Aarhus,
Denmark, and a BComm from the Copenhagen Business School, Denmark,
from 1983. Mr Scheibye is also an adjunct professor of applied
chemistry at the University of Aarhus.
Mr Scheibye was elected to the Board of Novo Nordisk A/S in 2003 and
has been re-elected several times, most recently in 2007. His term as
a board member expires in March 2008.
Mr Scheibye is regarded as an independent board member.
The special competences possessed by Mr Scheibye that are important
for the performance of his duties are his knowledge of the healthcare
industry, particularly as relates to patients requiring chronic care,
and managerial skills relating to international organisations.
Mr Scheibye is a Danish national, born on 3 October 1951.
Göran A Ando, MD, is vice-chairman of the Board of Directors of Novo
Nordisk A/S. Dr Ando was CEO of Celltech Group plc, UK, until 2004.
He joined Celltech from Pharmacia, now Pfizer, US, where he was
executive vice president and president of R&D with additional
responsibilities for manufacturing, IT, business development and M&A
from 1995 to 2003.
From 1989 to 1995, Dr Ando was medical director, moving to deputy R&D
director and then R&D director of Glaxo Group, UK. He was also a
member of the Glaxo Group Executive Committee.
Dr Ando is a specialist in general medicine and a founding fellow of
the American College of Rheumatology in the US. Dr Ando serves as
chairman of the boards of Novexel SA, France, and Inion Oy, Finland,
as vice-chairman of the Board of S*Bio Pte Ltd, Singapore, and as a
board member of Novo A/S, Denmark, Bio*One Capital Pte Ltd,
Singapore, A-Bio Pharma Pte Ltd, Singapore, NicOx SA, France, Enzon
Pharmaceuticals, Inc, US, and EUSA Pharma, UK.
Dr Ando qualified as a medical doctor at Linköping Medical
University, Sweden, in 1973 and as a specialist in general medicine
at the same institution in 1978.
Dr Ando was elected to the Board of Novo Nordisk A/S in 2005 and
re-elected in 2006 and 2007. His term as a board member expires in
March 2008. Dr Ando is designated Research and Development
Facilitator by the Board of Novo Nordisk A/S.
Dr Ando is not regarded as an independent board member due to his
membership of the Board of Novo A/S.
The special competences possessed by Dr Ando that are important for
the performance of his duties are his medical qualifications and
extensive executive background within the international
pharmaceutical industry.
Dr Ando is a Swedish national, born on 6 March 1949.
Kurt Briner works as an independent consultant to the pharmaceutical
and biotech industries and is a board member of OM Pharma,
Switzerland, Progenics Pharmaceuticals Inc, US, and GALENICA SA,
Switzerland. From 1988 to 1998, he was president and CEO of Sanofi
Pharma, France. He has been chairman of the European Federation of
Pharmaceutical Industries and Associations (EFPIA).
Mr Briner holds a Diploma of the Commercial Schools of Basel and
Lausanne, Switzerland.
Mr Briner was elected to the Board of Novo Nordisk A/S in 2000 and
has been re-elected several times, most recently in 2007. His term as
a board member expires in March 2008.
Mr Briner is regarded as an independent board member.
The special competences possessed by Mr Briner that are important for
the performance of his duties are his executive background and
knowledge of the pharmaceutical and biotech industries as well as of
global, particularly European pharmaceutical regulations and
policies.
Mr Briner is a Swiss national, born on 18 July 1944.
Henrik Gürtler has been president and CEO of Novo A/S, Denmark, since
2000. He was employed by Novo Industri A/S, Denmark, as an R&D
chemist in the Enzymes Division in 1977. After a number of years in
various specialist and managerial positions within this area, Mr
Gürtler was appointed corporate vice president of Human Resource
Development in Novo Nordisk A/S in 1991, and in 1993 he was appointed
corporate vice president of Health Care Production. In 1996, he
became a member of Corporate Management of Novo Nordisk A/S with
special responsibility for Corporate Staffs.
Mr Gürtler is chairman of the boards of Novozymes A/S and Copenhagen
Airports A/S, both Denmark. He is vice-chairman of the Board of COWI
A/S, Denmark, and a member of the Board of Brødrene Hartmanns Fond,
Denmark.
Mr Gürtler has an MSc in Chemical Engineering from the Technical
University of Denmark from 1976.
Mr Gürtler was elected to the Board of Novo Nordisk A/S in 2005 and
re-elected in 2006 and 2007. His term as a board member expires in
March 2008.
Mr Gürtler is not regarded as an independent board member due to his
former position as an executive in Novo Nordisk A/S and his present
position as president and CEO of Novo A/S.
The special competences possessed by Mr Gürtler that are important
for the performance of his duties are his knowledge of the Novo
Group's business and its policies and his knowledge of the
international biotech industry.
Mr Gürtler is a Danish national, born on 11 August 1953.
Kurt Anker Nielsen is a former CFO and deputy CEO of Novo Nordisk A/S
and a former CEO of Novo A/S. He serves as vice-chairman of the Board
of Novozymes A/S and as a member of the Board of Directors of the
Novo Nordisk Foundation, LifeCycle Pharma A/S, Denmark, and
ZymoGenetics, Inc, US. He is chairman of the Board of Reliance A/S,
Denmark, and a member of the boards of StatoilHydro ASA, Norway, and
Vestas Wind Systems A/S, Denmark. In LifeCycle Pharma A/S,
ZymoGenetics, Inc, StatoilHydro ASA and Vestas Wind Systems A/S he is
also the elected Audit Committee chairman. Mr Nielsen serves as
chairman of the Board of Directors of Collstrup's Mindelegat,
Denmark.
Mr Nielsen has an MSc in Commerce and Business Administration from
the Copenhagen Business School, Denmark, from 1972.
Mr Nielsen was elected to the Board of Novo Nordisk A/S in 2000 and
has been re-elected several times, most recently in 2007. His term as
a board member expires in March 2008.
Mr Nielsen is chairman of the Audit Committee at Novo Nordisk A/S and
is also designated as Audit Committee financial expert.
Mr Nielsen qualifies as an independent Audit Committee member as
defined by the US Securities and Exchange Commission (SEC). He is not
regarded as an independent board member under the Danish Corporate
Governance Recommendations (2005) due to his former position as an
executive in Novo Nordisk A/S and his membership of the Board of the
Novo Nordisk Foundation.
The special competences possessed by Mr Nielsen that are important
for the performance of his duties are his in-depth knowledge of Novo
Nordisk A/S and its businesses, his working knowledge of the global
pharmaceutical industry and his experience in working with
accounting, financial and capital markets issues.
Mr Nielsen is a Danish national, born on 8 August 1945.
Jørgen Wedel was executive vice president of the Gillette Company,
US, until 2001. He was responsible for Commercial Operations,
International, and was a member of Gillette's Corporate Management
Group. Since 2004, he has been a board member of ELOPAK AS, Norway.
Mr Wedel has an MSc in Commerce and Business Administration from the
Copenhagen Business School, Denmark, from 1972, and an MBA from the
University of Wisconsin, US, from 1974.
Mr Wedel was elected to the Board of Novo Nordisk A/S in 2000 and has
been re-elected several times, most recently in 2007. His term as a
board member expires in March 2008. Mr Wedel is a member of the Audit
Committee at Novo Nordisk A/S.
Mr Wedel qualifies as an independent Audit Committee member as
defined by the US Securities and Exchange Commission (SEC) and is
regarded as an independent board member under the Danish Corporate
Governance Recommendations (2005).
The special competences possessed by Mr Wedel that are important for
the performance of his duties are his background as a senior sales
and marketing executive in a globally operating consumer-oriented
company within the fast-moving consumer goods industry, as well as a
particular insight into the US market.
Mr Wedel is a Danish national, born on 10 August 1948.
Pamela J Kirby is chairman of the Board of Scynexis Inc, US, and a
board member of Smith & Nephew Plc, UK, Informa Plc, UK, and
Curalogic A/S, Denmark. From 2001 to 2003, Dr Kirby was CEO of the
contract research organisation Quintiles Transnational Corporation,
US, and before that Dr Kirby was director Global Strategic Marketing
in F. Hoffman-La Roche Limited, Switzerland, from 1998 to 2001. From
1996 to 1998, Dr Kirby was commercial director in British Biotec Plc,UK, and from 1979 to 1996 Dr Kirby was employed by Astra (now
AstraZeneca) in various international positions, most recently as
regional director/vice president Corporate Strategy, Marketing and
Business Development.
Dr Kirby has a BSc in Pharmacology (1975) and a PhD in Clinical
Pharmacology (1978), both from the University of London, UK.
Dr Kirby is nominated for election to the Board of Directors of Novo
Nordisk A/S at the Annual General Meeting in March 2008 for the first
time.
Dr Kirby is regarded as an independent board member.
Dr Kirby is a British national, born on 23 September 1953.
The Board of Directors recommends election of Dr Kirby primarily
because of her scientific qualifications and extensive executive
background within the international pharmaceutical and biotech
industry, particularly as relates to marketing, strategic planning,
clinical trials and lifecycle management in relation to
pharmaceutical products.
*******
In the Danish Corporate Governance Recommendations (2005), it is
recommended that at least half of the board members elected by the
Annual General Meeting be independent of the Company.
Kurt Anker Nielsen and Henrik Gürtler were chief financial officer
and corporate executive vice president with special responsibility
for Corporate Staffs of Novo Nordisk A/S, respectively, prior to the
demerger into Novo Nordisk A/S and Novozymes A/S in 2000.
Furthermore, Mr Nielsen, Mr Gürtler and Dr Ando hold executive or
board positions in Novo A/S and the Novo Nordisk Foundation,
respectively. If the proposed candidates are elected to the Board of
Directors, the Board of Directors will satisfy the requirements of
the Danish Corporate Governance Recommendations (2005) as four of
seven of the board members elected by the Annual General Meeting are
independent of the Company according to the criteria of the
Recommendations. In addition, the proposed composition of the Board
of Directors will enable the Board of Directors to elect members to
the Audit Committee that qualify as independent as required and
defined by the US Securities and Exchange Commission (SEC).
The Board of Directors considers that the size of the Board is
appropriate in relation to the requirements of the Company.
*******
Re agenda item 6 - Proposals of the Board of Directors:
Re agenda item 6.1:
The Board of Directors proposes a reduction of the Company's B share
capital from DKK 539,472,800 to DKK 526,512,800 by cancellation of
part of the Company's portfolio of own B shares at a nominal value of
DKK 12,960,000 divided into 12,960,000 B shares of DKK 1 each. After
the implementation of the share capital reduction, the Company's
share capital will amount to DKK 634,000,000, divided into A share
capital of DKK 107,487,200 and B share capital of DKK 526,512,800.
Pursuant to the Danish Public Limited Companies Act, Section 44 (2),
cf Section 44 a (1), it is stated that the purpose of the reduction
of the Company's share capital is to distribute funds to the
shareholders as the reduction amount has been distributed to the
shareholders in payment of shares purchased by the Company in
accordance with the authorisations granted to the Board of Directors
at previous general meetings. As a result, the share capital is
reduced by nominally DKK 12,960,000 and the Company's portfolio of
treasury shares is reduced by 12,960,000 B shares of DKK 1 each.
Pursuant to the Danish Public Limited Companies Act, Section 44 a
(3), it is stated that these own B shares were acquired for the total
sum of DKK 3,208,636,800, which means that in addition to the nominal
amount of reduction, DKK 3,195,676,800 has been distributed to the
shareholders.
The Board of Directors' proposal to reduce the Company's B share
capital is made in order to maintain capital structure flexibility.
Adoption of the proposal implies the following change of Article 4.1
in the Articles of Association of the Company that will take effect
upon completion of the capital reduction:"4.1 The share capital of the Company amounts to DKK 634,000,000
divided into A share capital of DKK 107,487,200 and B share capital
of DKK 526,512,800."
Re agenda item 6.2:
The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors, until the next Annual General
Meeting, to allow the Company to acquire own shares of up to 10% of
the share capital and at the price quoted at the time of the purchase
with a deviation of up to 10%, cf Article 48 of the Danish Public
Limited Companies Act. Such authorisation is customary in Danish
listed companies.
Re agenda item 6.3:
The World Diabetes Foundation (WDF) is dedicated to supporting the
prevention and treatment of diabetes in the developing world through
the funding of sustainable projects. At its core lies the promise of
equal access to diabetes care. The WDF was established by Novo
Nordisk A/S in 2002 through a commitment to donate an amount not
exceeding DKK 65 million per year until 2010. The WDF is an
independent trust and is governed by a board of six experts in the
fields of diabetes, access to health and development assistance.
Since 2002, the WDF has successfully funded 138 projects in more than
70 developing countries, and it is estimated that these projects will
potentially influence the diabetes treatment of 55 million people
directly.
The Board of Directors of Novo Nordisk A/S wishes to secure that the
WDF is able to continue its activities after expiry of the original
donation in 2010 and proposes that the Annual General Meeting
approves a donation by Novo Nordisk to the WDF of an amount up to a
total of DKK 575 million to be granted as individual annual
contributions over a period of 10 years as from the financial year
2008 through to the financial year 2017. The annual contributions
will be calculated based on the Novo Nordisk Group's net insulin
turnover in the relevant financial year.
The proposal will supplement the remaining part of the existing
donation programme in 2008 through to 2010 and at the same time
extend Novo Nordisk's donation period through to 2017. The following
shall apply to the new WDF donation:
- For 2008, 2009 and 2010: The annual contribution amounts to 0.01%
of the Novo Nordisk Group's net insulin turnover in the relevant
year, provided that the contribution cannot exceed DKK 5 million per
year. The contributions are in addition to contributions under the
existing donation adopted in 2002 of 0.25% per year of the net
insulin turnover in the relevant year subject to a maximum of DKK 65
million per year. The combined maximum donation per year under the
two donation programmes is DKK 70 million.
- For 2011 through to 2017: The annual contribution amounts to
0.125% of the Novo Nordisk Group's net insulin turnover in the
relevant year, provided that the contribution cannot exceed DKK 80
million per year.
The proposed donation cannot for any given year exceed 15% of the
taxable income of Novo Nordisk A/S in such year.
Re agenda item 6.4:
Novo Nordisk's existing overall remuneration policy aims to attract,
retain and motivate members of the Board of Directors and Executive
Management of Novo Nordisk A/S. Remuneration levels are designed to
be competitive and to align the interests of the board members and
executives with those of the shareholders. A description of the
overall remuneration policy of Novo Nordisk A/S can be found in the
Annual Report pp 44-45 and at the Company's website novonordisk.com
under 'About Novo Nordisk' - 'Corporate governance'.
Guidelines for incentive-based remuneration form part of the overall
remuneration policy. In light of recently enacted Danish legislation,
Novo Nordisk A/S presents for approval at the Annual General Meeting
in 2008 its guidelines for incentive-based remuneration for the Board
of Directors and Executive Management of Novo Nordisk A/S. The
guidelines, which are attached as Appendix 1, comply with the
recently enacted legislation, which requires listed companies to
prepare and obtain general meeting approval of such guidelines as a
precondition for granting incentive-based remuneration to management
and board members.
The guidelines for incentive-based remuneration as well as the
overall remuneration policy of Novo Nordisk A/S are available at the
Company's website novonordisk.com.
Upon approval of the guidelines by the Annual General Meeting, the
following new Article 14 will be inserted in the Articles of
Association:"14 Guidelines for incentive-based remuneration
14.1 The Company has laid down guidelines for incentive-based
remuneration for the Board of Directors and Executive Management. The
guidelines, which have been adopted by the Company's general meeting,
are available at the Company's website: novonordisk.com."
The current Articles 14 through 17 will be re-numbered accordingly.
Further, the references in Article 5.3 are updated to reflect the
revised numbering.
Ad agenda item 6.5 - Amendments to the Articles of Association:
Agenda item 6.5.1:
Amendment of Article 4.2 and Articles 9.2-9.3: Novo Nordisk in
December 2007 completed a stock split by changing the share
denomination from DKK 2.00 to DKK 1.00, the minimum denomination
permitted under the current Articles of Association. To allow the
Board of Directors to implement additional stock splits in the
future, the Board of Directors proposes a reduction of the minimum
denomination (nominal value) of shares stipulated by the Articles of
Association from DKK 1.00 to DKK 0.01.
As a consequence of the proposed amendment the voting power attached
to the Company's shares will be amended to the effect that each B
share capital amount of DKK 0.01 (the minimum nominal denomination)
shall carry one vote and each A share capital amount of DKK 0.01 (the
minimum nominal denomination) shall carry 10 votes. The change means
that each B share of DKK 1.00 (the present denomination of Novo
Nordisk's shares) will carry 100 votes and each A share of DKK 1.00
will carry 1,000 votes. The voting ratio between the A and B shares
is thus not affected by the change.
The proposed amendment means that future changes of the denomination
of the Company's shares may be implemented by the Board of Directors
subject to the limit stipulated by the Articles of Association. Such
potential future changes will not affect the voting ratio between the
A and B shares.
Agenda item 6.5.2:
Amendment of Article 6.3: The Board of Directors proposes that the
authorisation of the Board of Directors in Article 6.3 of the
Articles of Association to issue B shares to employees without
pre-emptive subscription rights for existing shareholders be extended
until 12 March 2013 and that it be reduced from the current maximum
nominal amount of approximately DKK 21 million to a maximum nominal
amount of DKK 4 million. The Board of Directors considers that the
reduced size of the authorisation is in accordance with good
corporate governance practices and also reflective of the reductions
in the share capital effected by the Company in recent years.
Agenda item 6.5.3:
Amendment of Articles 6.4-6.6: The Board of Directors proposes that
the existing authorisations of the Board of Directors in Articles
6.4-6.6 of the Articles of Association to increase the share capital
be replaced by an authorisation of the Board of Directors until 12
March 2013 to increase the share capital by a nominal amount up to a
maximum of DKK 126 million through one or more separate issues of
shares.
New shares paid in cash may be A shares, B shares or both. The
shareholders will have pre-emptive subscription rights to any new
shares in accordance with the Articles of Association and the Danish
Public Limited Companies Act. The Board of Directors may, however,
decide to issue B shares without pre-emptive subscription rights for
the shareholders if the shares are paid in cash and the subscription
price equals the market price. The Board of Directors may also decide
to issue new shares to be paid in assets other than cash, in which
case such new shares shall be B shares, which will be issued without
pre-emptive subscription rights for existing shareholders.
Compared to the existing authorisations under Articles 6.4 and 6.5,
the amount of shares which may be issued under the new proposed
authorisation is reduced to nominally DKK 126 million compared to the
existing total of nominally DKK 200 million. The Board of Directors
considers that the reduction implicit in this proposal of the total
amount of new shares which may be issued without pre-emptive
subscription rights is in accordance with good corporate governance
practices.
Agenda item 6.5.4:
Amendment of Article 7.2: A recent reform of the Danish municipal
sector has introduced new municipality names and regions, and the
Board of Directors consequently proposes that Article 7.2 be amended
to reflect that the future General Meetings shall be held in the
Capital Region of Denmark.
Agenda item 6.5.5:
Amendment of Article 7.4: The Board of Directors proposes an
amendment of Article 7.4 of the Articles of Association of the
Company, whereby the number of shares required to request an
Extraordinary General Meeting is reduced from 1/10 of the share
capital (the maximum permitted by the Danish Public Limited Companies
Act) to 1/20 of the share capital.
The proposal is intended to enhance the corporate governance
practices of the Company and to improve the shareholders' ability to
exercise their influence.
********
To adopt the proposal to reduce the share capital under agenda item
6.1 and to adopt each of the proposals for amendment of the Articles
of Association under agenda items 6.5.1 through 6.5.5, at least two
thirds of the total number of votes in the Company shall be present
at the Annual General Meeting and at least two thirds of the votes
cast as well as of the share capital represented at the Annual
General Meeting shall vote for the proposals, cf Articles 10.2 and
10.3 of the Articles of Association. The proposals under agenda item
6.2 through to 6.4 may be adopted by a simple majority of votes cast.
********
The current share capital of the Company 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. The A shares have 10 votes per DKK 1 of the A
share capital, whereas the B shares have one vote per DKK 1 of the B
share capital. A shareholder is entitled to attend and to vote at a
General Meeting provided the shareholder has obtained an admission
card (see below). The voting rights may be exercised by a
proxy-holder provided such holder substantiates his/her right to
attend the General Meeting by presenting an admission card and a duly
dated written instrument of proxy.
********
The Board of Directors invites all shareholders to attend the Annual
General Meeting. Please note that the Annual General Meeting is held
at Radisson SAS, Falkoner Centret, Falkoner Allé 9, 2000
Frederiksberg. Admission and voting cards for the Annual General
Meeting may be obtained by returning the enclosed requisition, duly
completed and signed, to VP Investor Services A/S ("VP") in the
enclosed envelope so that VP receives the requisition no later than
Friday 7 March 2008 at 4 pm. Alternatively, you may phone VP, no
later than Friday 7 March 2008 at 4 pm on tel +45 4358 8866.
Admission cards can also be ordered on VP's website www.uk.vp.dk/agm
no later than Friday 7 March 2008 at 4 pm.
Registered shareholders will be able to request admission and voting
cards and to submit voting instructions by power of attorney via the
Company's website novonordisk.com/AGM or via VP's website
www.uk.vp.dk/agm using a compatible electronic signature. Electronic
signatures used for net-banking services offered by credit
institutions based in Denmark will typically be compatible. For
further information please see novonordisk.com/AGM. Submission of
requests for admission and voting cards and submission of voting
instructions via the Company's website or VP's website shall take
place no later than Friday 7 March 2008 at 4 pm.
At this year's Annual General Meeting representatives of the Company
and the chairman of the Annual General Meeting will conduct their
presentations in English. Shareholders will be entitled to speak in
Danish or English. Simultaneous translation from English to Danish
and from Danish to English will be available for participating
shareholders. The resolutions of the meeting will be recorded in the
minutes which according to Danish company law shall apply Danish as
the formal language. An English translation of the minutes will be
made available.
Again this year, the Company will webcast the Annual General Meeting
live in a Danish and an English version. Please see the Company's
website novonordisk.com.
Prior to the Annual General Meeting the requested admission card will
be sent to you at the address entered in the Company's register of
shareholders. The admission card will show the number of votes you
are entitled to according to the register of shareholders, pursuant
to Article 9 of the Articles of Association. If you have not stated
an address to which the admission card shall be sent, the admission
card must be collected at the Company's office no later than the day
before the Annual General Meeting.
The agenda for the Annual General Meeting together with the complete
proposals and the audited Annual Report 2007 will be available to
shareholders for inspection at the Company's office, Novo Allé,
DK-2880 Bagsværd, on weekdays between 10 am and 2 pm from Wednesday
20 February 2008 to Wednesday 12 March 2008. As from Wednesday 20
February, the documents will also be available for inspection at the
Company's website novonordisk.com under 'About Novo Nordisk' -
'Corporate governance' or you can order a copy by contacting Novo
Nordisk A/S on tel +45 4442 3434.
If you are not able to attend the Annual General Meeting, the Board
of Directors would appreciate receiving a proxy to exercise the
voting rights attached to your shares. If you consent to this
procedure, you are kindly asked to return the attached proxy form,
signed and dated, so that it is in VP's possession no later than
Friday 7 March 2008 at 4 pm. Alternatively, within the same time
limit voting instruction may be submitted via the Company's website
or via VP's website as described above. According to Danish law, a
proxy for the Annual General Meeting is only valid if it is in
writing (or submitted via qualified IT systems) and is signed and
dated after 12 March 2007 (ie, one year before the Annual General
Meeting in 2008, at the earliest).
After deduction of potential withholding tax, the dividend as
approved at the Annual General Meeting will be transferred to Novo
Nordisk A/S' shareholders via VP Securities Services. Further
information on dividend can be found in the Annual Report 2007 p 50.
You can reach Radisson SAS, Falconer Centret by Metro to
Frederiksberg Station. Leave Frederiksberg Metro Station through the
Falkoner Allé exit. Make a right-hand turn and walk 100 metres up
Falkoner Allé, and Falkoner Centret is located on the right-hand
side. You can also reach Falconer Centret with Movia buses (lines 14,
15 and 18 stop at Frederiksberg town hall, a short distance from
Falconer Centret). Car parking facilities are available at Falkoner
Centret for a minor fee. Attendees arriving by car are advised to
arrive well in advance of the meeting as it may be difficult to find
parking at or near Falkoner Centret.
Novo Nordisk will host an information meeting conducted in Danish for
the Company's shareholders on Thursday 13 March 2008 at 5 pm at
Radisson SAS, Falkoner Centret. Further information about the meeting
may be obtained at the Company's website novonordisk.com/AGM.
Yours sincerely
Novo Nordisk A/S
The Board of Directors
Appendix 1
Guidelines for incentive-based remuneration for the Board of
Directors and Executive Management of Novo Nordisk A/S
These Incentive Guidelines apply to incentive programmes for the
Board of Directors and Executive Management in Novo Nordisk A/S,
where remuneration is dependent on individual or company performance.
The Board of Directors
The members of the Board of Directors are remunerated with a fixed
fee and are not offered stock options, warrants or participation in
other incentive programmes where remuneration is dependent on
individual or company performance.
Executive Management
Executive Management (meaning the executives registered as executives
with the Danish Commerce and Companies Agency) may be entitled to
participate in the following incentive programmes: 1) a Short-term
Incentive Programme and 2) a Long-term Incentive Programme.
The short-term incentive programme may result in a maximum payout per
year equal to four months' fixed base salary plus pension
contribution. The long-term incentive programme may result in a
maximum grant per year equal to eight months' fixed base salary plus
pension contribution. Consequently, the aggregate maximum amount that
may be granted as incentives for a given year is equal to 12 months'
fixed base salary plus pension contribution for each member of
Executive Management.
Apart from the above-mentioned programmes, members of Executive
Management are not offered stock options, warrants or participation
in other incentive programmes where remuneration is dependent on
individual or company performance.
Short-term Incentive Programme (STIP)
The STIP consists of a cash bonus which is linked to the achievement
of a number of pre-defined functional and individual business targets
for each member of Executive Management. The targets for the chief
executive officer are fixed by the chairman of the Board of Directors
while the targets for the executive vice presidents are fixed by the
chief executive officer. The chairman of the Board evaluates the
degree of target achievement for each member of the Executive
Management, and cash bonuses for a particular financial year - if any
- are paid at the beginning of the subsequent financial year.
The cash bonus for each participating member cannot exceed an amount
equal to four months' fixed base salary plus pension contribution per
year. The calculation of the cash bonus - if any - for a year is
typically based on the salary in December.
Long-term Incentive Programme (LTIP)
Each year in January the Board of Directors decides whether or not to
establish an LTIP for that calendar year.
The LTIP is based on an annual calculation of shareholder value
creation as compared to the budgeted performance for the year.
In line with Novo Nordisk's long-term financial targets, the
calculation of shareholder value creation is based on reported
operating profit after tax reduced by a Weighted Average Cost of
Capital (WACC)-based return requirement on average invested capital.
A proportion of the calculated shareholder value creation is
allocated to a joint pool for participants, which in addition to
Executive Management includes the other members of the Senior
Management Board (i.e. the Senior Vice President's of the Novo
Nordisk Group).
For members of Executive Management the joint pool operates with a
yearly maximum allocation per participant equal to eight months'
fixed base salary plus pension contribution.
The joint pool may, subject to the Board of Directors' assessment, be
reduced in case of a lower than planned performance on significant
research and development projects and key sustainability projects.
Targets for non-financial performance related to sustainability and
research and development projects may include achievement of certain
milestones within set dates.
Once the joint pool has been approved by the Board of Directors the
total cash amount is converted into Novo Nordisk A/S B shares at
market price. The market price is calculated as the average trading
price for Novo Nordisk A/S B shares on the OMX Nordic Exchange
Copenhagen in the open trading window following the release of
financial results for the year prior to the bonus year; i.e. in the
open trading window following immediately after the Board of
Directors approval of the programme.
The shares in the joint pool are allocated to the participants on a
pro rata basis: the chief executive officer participates with three
units, executive vice presidents participate with two units each and
the other members of the Senior Management Board participate with one
unit each.
The shares in the joint pool for a given year will be locked up for
three years before it is transferred to the participants, including
Executive Management. Upon resignation during the lock-up period by a
participant, the shares will remain in the joint pool to the benefit
of the other participants.
In the lock-up period the Board of Directors may remove shares from
the joint pool in case of lower than planned value creation in
subsequent years, eg if the economic profit falls below a predefined
threshold compared to the budget for a particular year.
In the lock-up period the market value of the joint pool will change
dependent upon the development in the Novo Nordisk B share price and
consequently the interests of the participants including Executive
Management are aligned with those of the shareholders.
No dividends are paid on shares in the bonus pool in the lock-up
period and the shares in the bonus pool are administered as part of
Novo Nordisk's holding of treasury shares.
Novo Nordisk continuously covers its obligations under the LTIP
through its holding of treasury shares.
In the examples below - that have been included for illustrative
purposes only - it is assumed that the maximum number of shares -
corresponding to eight months' worth of fixed base salary is
allocated to the bonus pool. It is further assumed that the number of
shares in the bonus pool is not reduced during the lock-up period.
Example 1: If the share price increases by 10% per annum and the
fixed base salary increases by 4% per annum in the lock-up period,
the value of the shares at payout will correspond to approximately 10
months' fixed base salary in the year of payout.
Example 2: If the share price stays flat and the fixed base salary
increases by 4% per annum in the lock-up period, the value of the
shares at payout will correspond to approximately seven months' fixed
base salary in the year of payout.
Table showing remuneration for members of the Board of Directors and
Executive Management:
+-------------------------------------------------------------------+
| | Board of | Executive Management |
| | Directors | |
|----------------------+-----------------+--------------------------|
| Fixed base salary | Yes | Yes |
|----------------------+-----------------+--------------------------|
| Fee for Committee | Yes | No |
| work | | |
|----------------------+-----------------+--------------------------|
| Fee for ad hoc tasks | Yes | No |
|----------------------+-----------------+--------------------------|
| STIP | No | Up to four months' fixed |
| (Short Term | | base salary plus pension |
| Incentive | | contribution per year |
| Programme) | | |
|----------------------+-----------------+--------------------------|
| LTIP | No | Up to eight months' |
| (Long Term Incentive | | fixed |
| Programme) | | base salary plus pension |
| | | contribution per year |
|----------------------+-----------------+--------------------------|
| Pension | No | 25-30% of fixed base |
| | | salary and bonus |
|----------------------+-----------------+--------------------------|
| Non-monetary | No | Negotiated individually |
| benefits | | |
|----------------------+-----------------+--------------------------|
| Severance payment | No | Based on tenure of |
| | | employment,12-36 |
| | | months' fixed base |
| | | salary |
| | | plus pension |
| | | contribution |
+-------------------------------------------------------------------+