UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
February 21, 2008
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NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
NOVO ALLE
DK-2880, BAGSVAERD
DENMARK
(Address of principal executive offices)
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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-_____________________
NOTICE OF AGM
ANNUAL GENERAL MEETING OF NOVO NORDISK A/S
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 Alle 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,
Goran A Ando, Kurt Briner, Henrik Gurtler, Kurt Anker Nielsen and Jorgen 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
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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
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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 Alle 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,
Goran A Ando, Kurt Briner, Henrik Gurtler, Kurt Anker Nielsen and Jorgen
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'
(R)'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, Goran A Ando, Kurt
Briner, Henrik Gurtler, Kurt Anker Nielsen and J0rgen 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.
GORAN 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 Linkoping 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 GURTLER 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 Gurtler 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 Gurtler 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 Brodrene Hartmanns Fond, Denmark.
Mr Gurtler has an MSc in Chemical Engineering from the Technical University of
Denmark from 1976.
Mr Gurtler 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 Gurtler 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 Gurtler 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 Gurtler 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.
J0RGEN 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 Gurtler 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 Gurtler 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 Alle 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 Alle, DK-2880 Bagsvaerd, 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 Alle exit. Make a
right-hand turn and walk 100 metres up Falkoner Alle, 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 DIRECTORS EXECUTIVE MANAGEMENT
FIXED BASE SALARY Yes Yes
FEE FOR COMMITTEE WORK Yes No
FEE FOR AD HOC TASKS Yes No
STIP (SHORT TERM INCENTIVE PROGRAMME) No Up to four months' fixed
base salary plus pension
contribution per year
LTIP (LONG TERM INCENTIVE PROGRAMME) No Up to eight months' fixed
base salary plus pension
contribution per year
PENSION No 25-30% of fixed base
salary and bonus
NON-MONETARY BENEFITS No Negotiated individually
SEVERANCE PAYMENT No Based on tenure of
employment,12-36
months' fixed base salary
plus pension contribution
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.
Date: February 21, 2008 NOVO NORDISK A/S
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Lars Rebien Sorensen,
President and Chief Executive Officer