Annual General Meeting at Novo Nordisk A/S
At the Annual General Meeting of Novo Nordisk A/S today, the
shareholders passed the following resolutions:
* Adoption of the audited Annual Report 2007, including
approval of the remuneration of the Board of Directors.
* Distribution of profit according to the adopted Annual
Report 2007. The dividend will be DKK 4.50 per share of DKK 1, an
increase of 29% compared with the fiscal year 2006.
* 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. In
addition, Pamela J Kirby was elected to the Board of Directors for
the first time.
* Re-election of the auditor, PricewaterhouseCoopers.
* 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.
* 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.
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.
Adoption of proposed guidelines for incentive-based
remuneration for the Board of Directors and Executive Management.
* Amendments to Article 4.2 and Articles 9.2-9.3 of the
Articles of Association: 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.
* Amendments to Article 6.3 of the Articles of Association:
Extension until 12 March 2013 of the existing authorisation of the
Board of Directors to issue B shares to employees without
pre-emptive subscription rights for existing shareholders and
reduction of the maximum nominal amount to DKK 4 million.
* Amendments to Articles 6.4-6.6 of the Articles of
Association: Replacement of the existing authorisations of the
Board of Directors to increase the share capital with 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.
* Amendment to Article 7.2 of the Articles of Association:
Change of the specified venue for general meetings to the Capital
Region of Denmark.
* Amendment to Article 7.4 of the Articles of Association:
Reduction of the number of shares required to request an
extraordinary general meeting from 1/10 to 1/20 of the share
capital.
The Board of Directors
In February 2006, Novo Nordisk employees in Denmark elected four
board members: Johnny Henriksen, Anne Marie Kverneland, Stig Strøbæk
and Søren Thuesen Pedersen.
Accordingly, the Board of Directors of Novo Nordisk A/S comprises:
* Sten Scheibye
* Göran A Ando
* Kurt Briner
* Henrik Gürtler
* Johnny Henriksen (employee representative)
* Pamela J Kirby
* Anne Marie Kverneland (employee representative)
* Kurt Anker Nielsen
* Søren Thuesen Pedersen (employee representative)
* Stig Strøbæk (employee representative)
* Jørgen Wedel.
For information on the board members, please refer to
novonordisk.com.
At a board meeting held immediately after the Annual General Meeting,
the Board of Directors elected Sten Scheibye as chairman and Göran A
Ando as vice-chairman.
The Board of Directors elected Kurt Anker Nielsen and Jørgen Wedel as
members of the Audit Committee with Kurt Anker Nielsen as chairman.
Kurt Anker Nielsen was designated by the Board of Directors as Audit
Committee Financial Expert.
Finally, the Board of Directors designated Göran A Ando as research
and development facilitator.
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) 4443 7919
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 15 / 2008