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SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

21 May 2003

NOVO NORDISK A/S

Novo Allé
DK- 2880, Bagsvaerd
Denmark

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F        X              Form 40-F          

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                  No        X              

 If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g-32(b):82-         

 

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SIGNATURES

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

		NOVO NORDISK A/S
Date: 21 May 2003
		Lars Rebien Sørensen, President and Chief Executive Officer

 

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Stock Exchange Announcement

21 May 2003

Holding of Novo Nordisk shares by the members of the Board of Directors, of Executive Management and all insiders and connected persons as per 15 May 2003

In accordance with Section 37 of the Danish Securities Trading Act, Novo Nordisk is required on a quarterly basis after the closure of the trading window to publish holdings of Novo Nordisk shares as reported by insiders to Novo Nordisk.

Please find below a statement of the holding of the Novo Nordisk share as per the closure of the trading window as reported to Novo Nordisk.

The share portfolio

						Movements in the
		Holding of shares				period 1 January to				Movements since								Portfolio as per
		31 December 2002				21 February 2003				21 February 2003								15 May 2003
																						Market value of
																		Total shareholding				total shareholding
										Bought				Sold				(Number of shares)				(in DKK)
Board of Directors			106,220				0				400				0				106,620				25,748,730
Executive Management			52,000				0				0				0				52,000				12,558,000
All insiders and connected persons																			760,254				183,601,341

For background information and definitions, please turn to page 3.

Stock Exchange Announcement No 15/2003		Page 1 of 4

Novo Nordisk A/S Corporate Communications		Novo Allé 2880 Bagsværd Denmark		Telephone: +45 4444 8888 Telefax: +45 4444 2314		Internet: www.novonordisk.com		CVR Number: 24256790

 

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The share option portfolio – Board of Directors

																							Market
							Options																value of
			Exercise				outstanding				Exercised since				Outstanding				Exercise				options
Granted			period				21 February 2003				21 February 2003				15 May 2003				price				(DKK million)
	1998			2001–06				0				0				0				190				0
	1998			2002–07				0				0				0				125				0
	1999			2003–08				19,500				0				19,500				198				2
	2000			2004–07				95,920				0				95,920				198				7
	2000			2004–09				21,000				0				21,000				198				2
	2001			2005–10				0				0				0				332				0
	Total							136,420				0				136,420								11

For background information and definitions, please turn to page 4.

The share option portfolio – Executive Management

																							Market
							Options				Exercised												value of
			Exercise				outstanding				since				Outstanding				Exercise				options
Granted			period				21 February 2003				21 February 2003				15 May 2003				price				(DKK million)
	1998			2001–06				10,500				0				10,500				190				1
	1998			2002–07				17,000				0				17,000				125				2
	1999			2003–08				37,500				0				37,500				198				3
	2000			2004–07				200,140				0				200,140				198				15
	2000			2004–09				35,000				0				35,000				198				3
	2001			2005–10				47,500				0				47,500				332				2
	Total							347,640				0				347,640								26

For background information and definitions, please turn to page 4.

Stock Exchange Announcement No 15/2003		Page 2 of 4

Novo Nordisk A/S Corporate Communications		Novo Allé 2880 Bagsværd Denmark		Telephone: +45 4444 8888 Telefax: +45 4444 2314		Internet: www.novonordisk.com		CVR Number: 24256790

 

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Background information and definitions re holding of shares:

What is the trading window?

Novo Nordisk’s internal rules on trading in Novo Nordisk securities permit trading in such securities by insiders and connected persons in the 15-calendar-day period following each quarterly announcement.

Who are all insiders and connected persons?

Insiders at Novo Nordisk are defined as members of the Board of Directors, members of Executive Management, senior vice presidents and all employees reporting directly to them, all employees in Legal Department, Corporate Finance, Investor Relations and Corporate Communications, elected auditors and their deputies as well as certain other employees who by the general counsel have been categorised as insiders. Further, insiders include the following from Novo Nordisk’s parent organisation, Novo A/S, and the Novo Nordisk Foundation: members of the Board of Directors, members of Management and other employees who have access to inside information re Novo Nordisk, as well as elected auditors. The insider register at Novo Nordisk comprises approximately 500 directors, executives and employees.

This group’s reported trading in the Novo Nordisk share also includes trading undertaken by insiders’ spouses/cohabitants or children under the age of 18 as well as any company, foundation and/or other businesses controlled by the insider, his/her spouse/cohabitant and/or children under the age of 18 (connected persons). This brings the group to a total of approximately 1,500–2,000 members.

What are ID code and shares?

The ID code DK001028081 is the code (ISIN) of the Novo Nordisk share on the Copenhagen Stock Exchange. Shares include shares listed on the Copenhagen Stock Exchange and London Stock Exchange as well as ADRs listed on New York Stock Exchange, except for ADRs held in 401(k) retirement plan by US-based employees.

What are movements?

Movements comprise shares purchased or otherwise acquired and shares sold or otherwise disposed of. Movements further comprise shareholdings of members of the Board of Directors and/or members of Executive Management taking office during the period under review.

What is market value of the total shareholding?

The market value is the total shareholding of the members of the Board of Directors, of the members of Executive Management and of the insiders and connected persons as a group, respectively, multiplied by the closing share price on the Copenhagen Stock Exchange on Thursday 14 May 2003 of DKK 241.5.

Stock Exchange Announcement No 15/2003		Page 3 of 4

Novo Nordisk A/S Corporate Communications		Novo Allé 2880 Bagsværd Denmark		Telephone: +45 4444 8888 Telefax: +45 4444 2314		Internet: www.novonordisk.com		CVR Number: 24256790

 

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Background information and definitions re holding of options:

As far as options granted in 2000 are concerned please note that the options granted with an exercise period of 2004–07 relate to the combined ‘share investment scheme’ and ‘option grant scheme’ launched in connection with the demerger of Novozymes.

What is market value of options?

The calculation of market values of the options is based on the Black-Scholes option-pricing model. Closing price on the Copenhagen Stock Exchange on Thursday 14 May 2003 of DKK 241.5 is used.

Novo Nordisk is a focused 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 18,000 people in 68 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 further company information visit www.novonordisk.com

For further information please contact:

Media:		Investors:
Outside North America:		Outside North America:
Elin K Hansen		Peter Haahr
Tel (direct): (+45) 4442 3450		Tel (direct): (+45) 4442 1207
		Palle Holm Olesen
		Tel (direct): (+45) 4442 6175
		Christian Kanstrup
		Tel (direct): (+45) 4443 7801
In North America:		In North America:
Susan T Jackson		Investor Relations Office US
Tel (direct): (+1) 609 919 7776		Tel (direct): (+1) 609 919 7846

Stock Exchange Announcement No 15/2003		Page 4 of 4

Novo Nordisk A/S Corporate Communications		Novo Allé 2880 Bagsværd Denmark		Telephone: +45 4444 8888 Telefax: +45 4444 2314		Internet: www.novonordisk.com		CVR Number: 24256790