Novo Nordisk A/S
Articles of Association

Novo Nordisk A/S / 

29.03.2010 14:25

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1. 	NAME

1.1	The Company's name is Novo Nordisk A/S.

1.2	The Company also carries on business under the secondary names: 

- Novo Industri A/S

- Novo Terapeutisk Laboratorium A/S

- Nordisk Gentofte A/S

- Nordisk Insulinlaboratorium 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 620,000,000 divided into A share
capital of DKK 107,487,200 and B share capital of DKK 512,512,800. 

4.2	The share capital is divided into shares of DKK 0.01 or multiples thereof. 

4.3	The share capital has been fully paid up.	


5. 	SHARES AND REGISTER OF OWNERS

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 Owners. Share
certificates may be issued for the A shares. The B shares shall be issued
through a central securities depository as well as to bearer, and they may be
registered in the names of the holders in the Company's Register of Owners upon
request. Entry of a B share under the holder's name in the Company's Register
of Owners shall be subject to the condition that the Company has been notified
of such entry by the central securities depository. The Company shall not be
liable for the correctness of notifications received from the central
securities depository. 

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 9.3 and 9.4), as to the dividend
rights of A shares and B shares (Article 18) and as to the preferential rights
of B shares to be covered in case of winding up (Article 19.2). 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 NASDAQ OMX Copenhagen 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 issued through a central securities depository
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 12 March 2013, 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 a total nominal
value of DKK 3,000,000 and to offer those 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	Furthermore, until 12 March 2013, the Board of Directors shall be
authorised to increase the share capital in one or more stages by up to a total
nominal value of DKK 107,000,000. A capital increase may be effected by cash
payment or by contribution of assets other than cash. 

	If the capital increase is effected by cash payment and the subscription price
equals the market price, 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 existing shareholders. 

	If the capital increase is effected by cash payment and the subscription price
is lower than the market price, the capital increase shall be distributed
proportionally between A shares and B shares and with pre-emptive subscription
rights for the existing shareholders. 

	If the capital increase is effected by contribution of assets other than cash,
then the new shares shall be B shares, which shall be issued without
pre-emptive subscription rights for the existing shareholders. 

6.5	The following shall apply to any increase of the share capital pursuant to
Articles 6.3-6.4: (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 Owners, (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, hereunder regarding the preferential
rights in Articles 5.4-5.7 and the pre-emptive subscription rights in 6.1-6.2
shall in addition be applicable to shares within the respective classes of
shares. 


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 Capital Region of Denmark.

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 1/20 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 such request has been made. 

7.5	A General Meeting shall be called by the Board of Directors at not more
than five weeks and not later than three weeks prior to the General Meeting.
The notice calling such Meeting shall be advertised in two national daily
newspapers as determined by the Board of Directors. The notice convening the
Meeting shall also be forwarded in writing to all shareholders entered in the
Register of Owners who have so requested and be advertised in the IT system of
the Danish Commerce and Companies Agency. At the same time the notice convening
the Meeting shall be published at the Company's website: novonordisk.com. 

7.6	For a period of three weeks prior to the General Meeting up until and
including the day of the General Meeting, a copy of the notice convening the
Meeting with agenda, the complete proposals, the documents to be presented at
the General Meeting, information about voting and capital structure at the time
of convening the Meeting as well as forms for issue of proxy and voting by
correspondence shall be available at the Company's website: novonordisk.com. 


8.	AGENDA, CHAIRMAN AND MINUTES OF GENERAL MEETINGS 

8.1	Any shareholder shall be entitled to have a specific subject considered by
the Company in Annual General Meeting. The Company shall receive proposal to
this effect not later than six weeks prior to the General Meeting. If the
Company receives the proposal later than six weeks prior to the General
Meeting, the Board of Directors may decide, however, that the proposal has been
submitted in time for the subject to be included on the agenda anyway. 

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.	 Approval of the remuneration of the Board of Directors.

	4.	A resolution to distribute the profit or cover the loss according to the
adopted Annual Report. 

	5.	Election of members to the Board of Directors, including chairman and vice
chairman. 

	6.	Appointment of auditor(s). 

7.	Any proposals from the Board of Directors and/or shareholders. 

8.	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 prepared for the purpose of the General Meeting in
connection with or after the General Meeting shall be in both Danish and
English. The Board of Directors shall ensure that simultaneous translation to
and from Danish shall be available for all attendees. 


9.	RIGHT OF ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETINGS 

9.1	A shareholder's right to attend and vote at a General Meeting shall be
determined by the shares which such shareholder owns at the record date. The
record date shall be one week prior to the General Meeting. The shares held by
each shareholder at the record date shall be calculated based on the
registration of the shareholder's shares in the Register of Owners as well as
any notification received by the Company with respect to registration of shares
in the Register of Owners, which have not yet been entered in the Register of
Owners. 

9.2	Any shareholder who is entitled to attend the General Meeting, cf. Article
9.1, and who wants to attend the General Meeting shall apply for an admission
card to such General Meeting not later than three days prior to the holding of
the Meeting. 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. 

9.3 	Each class A share capital amount of DKK 0.01 shall carry 10 votes.

9.4 	Each class B share capital amount of DKK 0.01 shall carry 1 vote 

9.5	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.
Shareholders who are entitled to attend a General Meeting, cf. Article 9.1, may
also vote by correspondence. Such votes shall be in writing and be received by
the Company not later than the day prior to the General Meeting. 

	
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, which under Danish
law shall be passed by the General Meeting, shall be subject to adoption by at
least 2/3 of the votes cast and of the share capital represented at the General
Meeting, unless other requirements as to the adoption are made under the Danish
Companies Act. 

10.3	Any resolution to amend the Articles of Association, which under Danish
law shall be passed by the General Meeting by at least 2/3 of the votes cast
and of the share capital represented at the General Meeting or by a higher
majority of votes, 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 quorum requirement. 

10.5	Any proxy to attend and vote at the first General Meeting shall,
notwithstanding Article 9.5 and unless expressly revoked, be considered valid
also in respect of the second General Meeting, provided that the requirements
concerning exercise of voting right, cf. Article 9.1 and 9.2, are fulfilled at
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, including a
chairman and a vice chairman, to be elected by the Company in General Meeting.
The General Meeting shall elect directly the chairman and vice chairman. 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 vice chairman shall act as substitute for the chairman. In the event
of permanent absence of the chairman and/or vice chairman, the Board of
Directors shall be entitled to elect a new chairman or vice chairman who shall
remain in office until the next Annual General Meeting. 

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 or auditor 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 which
is subject to approval by the General Meeting 

	
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.	LANGUAGE

13.1	The Company's corporate language is English.


14.	POWERS TO BIND THE COMPANY

14.1	The Company shall be legally bound (i) by the joint signatures of two
members of the Executive Management or (ii) by the joint signatures of one such
member of the Executive Management or a member of the Board of Directors and
the chairman or vice chairman of the Board of Directors or (iii) by the joint
signatures of all members of the Board of Directors. 

	
15.	GUIDELINES FOR INCENTIVE-BASED REMUNERATION

15.1 	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. 

	
16.	AUDITING

16.1	The audit shall be carried out by one state-authorised public accountant,
unless more auditors are required under the law. 
 
16.2	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. 

	
17.	FINANCIAL YEAR AND ANNUAL REPORT

17.1	The financial year of the Company shall be the calendar year.

17.2	The Annual Report shall be presented in conformity with the rules in force
from time to time. 
	

18.	DISTRIBUTION OF DIVIDEND

18.1	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. 


18.2	Dividends on A shares shall be remitted to the shareholders at the
addresses entered in the Company's Register of Owners as at the date of the
Annual General Meeting. Dividends on B shares shall be paid with fully
discharging effect for the Company through a central securities depository and
an account-holding bank to shareholders registered by the central securities
depository at the time of payment. 

	
19.	DISSOLUTION

19.1	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. 

19.2	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 24 March 2010.


Chairman of the Meeting:



______________________
Klaus Søgaard

News Source: NASDAQ OMX



29.03.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Novo Nordisk A/S
              
               
              Denmark
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         DK0060102614
WKN:          
 
End of News                                     DGAP News-Service
 
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