UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 6-K
------------
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
February 25, 2009
------------
NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
NOVO ALLE
DK-2880, BAGSVAERD
DENMARK
(Address of principal executive offices)
------------
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 18 MARCH 2009
The ordinary Annual General Meeting will be held on
Wednesday 18 March 2009 at 2.00 pm (CET)
at Radisson SAS Falconer Hotel & Conference Centre, Falkoner Alle 9, 2000
Frederiksberg, Denmark.
The notice for the Annual General Meeting is attached.
2. BOARD OF DIRECTORS - PROPOSED CHANGE IN COMPOSITION
All current 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, Henrik Gurtler,
Pamela J Kirby, Kurt Anker Nielsen and J0rgen Wedel.
Kurt Briner, who has been a board member since November 2000, has decided not to
seek re-election.
The Board of Directors of Novo Nordisk A/S proposes that Hannu Ryopponen is
elected to the Board of Directors at the Annual General Meeting. For further
information on Hannu Ryopponen's background and the motivation for his
nomination, please see the notice for the Annual General Meeting 2009 (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 more than 27,000 employees in 81
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:
Mike Rulis Mads Veggerby Lausten
Tel: (+45) 4442 3573 Tel: (+45) 4443 7919
mike@novonordisk.com mlau@novonordisk.com
Kasper Roseeuw Poulsen
Tel: (+45) 4442 4471
krop@novonordisk.com
In North America: In North America:
Sean Clements Hans Rommer
Tel: (+1) 609 514 8316 Tel: (+1) 609 919 7937
secl@novonordisk.com hrmm@novonordisk.com
APPENDIX TO NOVO NORDISK A/S' AGM COMPANY ANNOUNCEMENT DATED 24 FEBRUARY 2009
TO THE SHAREHOLDERS OF NOVO NORDISK A/S
The Company will conduct its Annual General Meeting on
WEDNESDAY 18 MARCH 2009 AT 2.00 PM (CET)
at Radisson SAS Falconer Hotel & Conference Centre, 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 2008.
3. Approval of the remuneration of the Board of Directors.
4. A resolution to distribute the profit according to the adopted Annual
Report 2008.
5. 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, Henrik Gurtler, Pamela
J Kirby, Kurt Anker Nielsen and J0rgen Wedel. Kurt Briner has decided not
to seek re-election. The Board of Directors proposes that Hannu Ryopponen
is elected to the Board of Directors.
6. Election of auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers.
7. Proposals from the Board of Directors:
7.1 Reduction of the Company's B share capital from DKK 526,512,800 to DKK
512,512,800 by cancellation of 14,000,000 B shares of DKK 1 each from the
Company's own holdings of B shares at a nominal value of DKK 14,000,000,
equal to 2.2% of the total share capital. After implementation of the share
capital reduction, the Company's share capital will amount to DKK
620,000,000, divided into A share capital of DKK 107,487,200 and B share
capital of DKK 512,512,800.
7.2 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.
7.3 Amendments to the Articles of Association:
7.3.1 Article 5.4: Replacement of the name "Copenhagen Stock Exchange" with
"NASDAQ OMX Copenhagen".
7.3.2 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 reduced to a maximum nominal amount of DKK 3 million.
7.3.3 Article 6.4: Existing authorisation of the Board of Directors to increase
the share capital by up to nominally DKK 126 million to be reduced to
nominally DKK 107 million.
7.3.4 Articles 8.2 and 11.10: Addition in Article 8.2 of a new item 3 to the
standard agenda of the Company's Annual General Meeting regarding approval
of the remuneration of the Board of Directors and a consequential amendment
of Article 11.10.
8. Miscellaneous.
ELABORATION AND STATEMENT EXPLAINING THE PROPOSALS: Re agenda item 3:
In order to enhance the corporate governance practices of the Company, the Board
of Directors proposes that remuneration of the Board be approved as a separate
agenda item at each Annual General Meeting.
Under this new item on the agenda it is suggested that the Annual General
Meeting shall approve two matters: the actual remuneration for the previous year
and the remuneration level for the current year, cf. agenda item 7.3.4.
In line with this, the Board of Directors proposes that the Annual General
Meeting 2009 approve of the actual remuneration of the Board of Directors for
2008 as well as the remuneration level for 2009.
Under the existing Articles of Association, approval of the remuneration of the
Board of Directors for 2008 forms part of the adoption of the Annual Report for
2008 and reference is made to pages 44-45 and pages 80-82 of the Annual Report
2008.
For 2009, the Board of Directors proposes the same remuneration structure and
levels as for 2008 except for a new travel allowance of EUR 2,500 per meeting to
all board members that do not reside in Denmark when attending board meetings in
Denmark. This is to compensate international board members for the additional
travel time involved in participating in board meetings in Denmark. No travel
allowance will be paid to board members when attending board meetings outside
Denmark. If approved, the new travel allowance will be implemented in relation
to meetings of the Board of Directors after the Annual General Meeting 2009. The
total cost to the Company for the remaining part of 2009 in relation to the new
travel allowance is expected to be approximately EUR 40,000.
Re agenda item 4:
The proposed dividend for 2008 is DKK 6.00 for each Novo Nordisk B share of DKK
1 and for each Novo Nordisk A share of DKK 1. This is a 33% increase compared
with the dividend for the fiscal year 2007 (DKK 4.50 for each share of DKK 1).
No dividend will be paid on the Company's holding of own shares.
Re agenda item 5:
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. When identifying and selecting suitable candidates for the
Board of Directors, diversity is also considered. 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, Goran A Ando,
Henrik Gurtler, Pamela J Kirby, Kurt Anker Nielsen and J0rgen Wedel. Kurt Briner
has decided not to seek re-election. The Board of Directors proposes that Hannu
Ryopponen 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. More
specifically, in relation to diversity of the Board of Directors, it is the
assessment of the Board of Directors that the current composition is
appropriate.
In addition to their professional qualifications, the proposed candidates
possess significant experience from the 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
(2008) designated by NASDAQ OMX Copenhagen (NASDAQ OMX) unless otherwise stated:
STEN SCHEIBYE is chairman of the Board of Directors of Novo Nordisk A/S. From
1995 to 2008 he was president and CEO of Coloplast A/S, Denmark. Before joining
Coloplast in 1993, Mr Scheibye served as senior vice president, sales &
marketing in Leo Pharma A/S, Denmark. He joined Leo Pharma in 1981.
Mr Scheibye is chairman of the Board of Governors of DTU (the Technical
University of Denmark) and a member of the Board of Danske Bank A/S, DADES A/S,
the Industrial Mortgage Fund and the Aase and Ejnar Danielsen Foundation, all of
Denmark. Furthermore, he is chairman of the Denmark-America Foundation and
vice-chairman of the Danish Fulbright Commission.
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 first elected to the Board of Novo Nordisk A/S in 2003 and has
been re-elected several times, most recently in 2008. He became vice-chairman in
2004 and chairman in 2006. His term as a board member expires in March 2009.
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 male 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 Mergers & Acquisitions (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
board of Novexel SA, France, 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, NicOx SA, France, Enzon Pharmaceuticals, Inc, US, and EUSA Pharma,
UK, CBio Pte, Australia, and Albea Pharmaceuticals AG, Switzerland. Dr Ando also
serves as a Senior Advisor to Essex Woodlands Health Ventures UK Ltd. and is
Chairman of the Scientific Advisory Board, Southwest Michigan First, US.
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 first elected to the Board of Novo Nordisk A/S in 2005 and has been
re-elected several times, most recently in 2008. His term as a board member
expires in March 2009. Dr Ando became vice-chairman of the Novo Nordisk A/S
Board in 2006. Dr Ando has also been 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 male
Swedish national, born on 6 March 1949.
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. From 1996 to 2000
he was 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, Copenhagen Airports A/S
and COWI A/S, all of Denmark.
Mr Gurtler has an MSc in Chemical Engineering from the Technical University of
Denmark from 1976.
Mr Gurtler was first elected to the Board of Novo Nordisk A/S in 2005 and
re-elected several times, most recently in 2008. His term as a board member
expires in March 2009.
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 male Danish national, born on 11 August 1953.
PAMELA J KIRBY is chairman of the Board of Scynexis Inc, US, and a board member
of Smith & Nephew plc and Informa plc, both UK. 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 of F.
Hoffmann-La Roche Limited, Switzerland, from 1998 to 2001. From 1996 to 1998, Dr
Kirby was commercial director at British Biotech 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 was elected to the Board of Directors of Novo Nordisk A/S for the first
time in 2008. Her term as a board member expires in March 2009.
Dr Kirby is regarded as an independent board member.
The special competences possessed by Dr Kirby that are important for the
performance of her duties are 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. Dr Kirby
is a female British national, born on 23 September 1953.
KURT ANKER NIELSEN was initially employed in Novo Industri A/S in 1974 as an
economist. He served as CFO and deputy CEO of Novo Nordisk A/S until 2000 and
from 2000 to 2003 he was 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 Novozymes,
LifeCycle Pharma A/S, ZymoGenetics, Inc, StatoilHydro ASA and Vestas Wind
Systems A/S he is also 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 first elected to the Board of Novo Nordisk A/S in 2000 and has
been re-elected several times, most recently in 2008. His term as a board member
expires in March 2009.
Mr Nielsen has been chairman of the Audit Committee at Novo Nordisk A/S since
2004 and designated as Audit Committee financial expert (as defined by the SEC).
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
(2008) 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 male Danish national, born on 8 August 1945.
HANNU RYOPPONEN is deputy CEO until spring 2009 in Stora Enso Oyj.Mr Ryopponen
joined Stora Enso Oyj as CFO in 2005 and in 2007 he was also appointed deputy
CEO. Mr Ryopponen serves as a member of the Board of Directors of several
associated companies of Stora Enso Oyj. Mr Ryopponen will retire from the
positions with Stora Enso Oyj to take up additional board positions, and has
been nominated for election to the Board of Directors of Neste Oil Corporation
and Rautaruukki Oyj, both Finland, at their annual general meetings in March
2009.
Mr Ryopponen joined Royal Ahold in the Netherlands as member of the Executive
Board and CFO in 2003. During his tenure at Ahold until 2005 he served on the
Board of Directors of the ICA Group, Sweden, including the chairmanship of the
Audit Committee. From 1999 to 2003, Mr Ryopponen was Finance Director of the
private equity firm Industri Kapital Group based in London, UK. Mr Ryopponen
served as executive vice president and CFO of the IKEA Group based in Humlebaek,
Denmark, from 1985 to 1998, including a position as deputy CFO in IKANO Asset
Management from 1998 to 1999. From 1977 to 1985, Mr Ryopponen held various
management positions at Chemical Bank in the US and the UK, as well as for Alfa
Laval in the US and Sweden.
Mr Ryopponen is chairman of the Board of Directors of three Altor private equity
funds, Altor 2003 GP Limited, Altor Fund II GP Limited and Altor III GP Limited,
Jersey, Channel Islands and a member of the Board of Directors of the private
equity fund Value Creation Investments Limited, Jersey, Channel Islands.
Mr Ryopponen has a BA in Business Administration (1976) from Hanken School of
Economics, Helsinki.
Mr Ryopponen is nominated for election to the Board of Directors of Novo Nordisk
A/S at the Annual General Meeting in March 2009 for the first time.
Mr Ryopponen is regarded as an independent board member.
Mr Ryopponen is a male Finnish national, born on 25 March 1952.
The Board of Directors recommends election of Mr Ryopponen primarily because of
his international executive background and thorough understanding of managing
finance operations in global organisations, in particular in relation to
accounting, financing and capital markets issues, but also because of his
experience within private equity and Mergers & Acquisitions (M&A).
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. From 2004 to 2008 he was 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, majoring in accounting and financing and an
MBA from the University of Wisconsin, US, from 1974.
Mr Wedel was first elected to the Board of Novo Nordisk A/S in 2000 and has been
re-elected several times, most recently in 2008. His term as a board member
expires in March 2009. Mr Wedel has been a member of the Audit Committee at Novo
Nordisk A/S since 2005 and in January 2009 he was designated by the Board of
Directors as financial expert as defined by the US Securities and Exchange
Commission (SEC).
Mr Wedel qualifies as an independent Audit Committee member as defined by the
SEC and is regarded as an independent board member under the Danish Corporate
Governance Recommendations (2008).
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 particular insight into the US
market. In addition, he possesses competences in relation to auditing and
accounting.
Mr Wedel is a male Danish national, born on 10 August 1948.
*******
In the Danish Corporate Governance Recommendations (2008), 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 (2008) as four
of the seven 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 and as financial expert as required and defined by the US Securities
and Exchange Commission (SEC) as well as the Danish Act on Approved Auditors and
Audit Firms.
The Board of Directors considers that the size of the Board is appropriate in
relation to the requirements of the Company.
*******
Re agenda item 7 - Proposals of the Board of Directors:
Re agenda item 7.1:
The Board of Directors proposes a reduction of the Company's B share capital
from DKK 526,512,800 to DKK 512,512,800 by cancellation of part of the Company's
portfolio of own B shares at a nominal value of DKK 14,000,000 divided into
14,000,000 B shares of DKK 1 each. After the implementation of the share capital
reduction, the Company's share capital will amount to DKK 620,000,000, divided
into A share capital of DKK 107,487,200 and B share capital of DKK 512,512,800.
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 14,000,000 and the Company's portfolio of own shares is reduced by
14,000,000 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 4,260,170,137.84, which means that in addition
to the nominal amount of reduction, DKK 4,246,170,137.84 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 620,000,000 divided into A
share capital of DKK 107,487,200 and B share capital of DKK 512,512,800."
Re agenda item 7.2:
The Board of Directors proposes that the Annual General Meeting authorise 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 7.3 - Amendments to the Articles of Association:
Again this year, the Board of Directors proposes to reduce its authorisations to
issue shares without pre-emptive rights, cf. agenda items 7.3.2 and 7.3.3. The
Board of Directors considers that the reduced total size of the authorisations
enhances the corporate governance practices of the Company, reflects the capital
reduction under item 7.1 and takes into account potential future capital
reductions as a consequence of the ongoing share repurchase programme.
Agenda item 7.3.1:
Amendment of Article 5.4: The Board of Directors proposes an amendment to
replace the name "Copenhagen Stock Exchange" with "NASDAQ OMX Copenhagen" as the
stock exchange has changed its name.
Agenda item 7.3.2:
Amendment of Article 6.3: The Board of Directors proposes that the existing
authorisation of the Board of Directors in Article 6.3 to issue B shares to
employees without pre-emptive subscription rights for existing shareholders be
reduced to a maximum nominal amount of DKK 3 million.
Agenda item 7.3.3:
Amendment of Articles 6.4: The Board of Directors proposes that the existing
authorisation of the Board of Directors in Article 6.4 to increase the share
capital by up to nominally DKK 126 million be reduced to nominally DKK 107
million.
Agenda item 7.3.4:
Amendment of Articles 8.2 and 11.10: The Board of Directors proposes an
amendment of Article 8.2, whereby a new item 3 is added to the standard agenda
of the Company's Annual General Meeting regarding approval of the remuneration
of the Board of Directors and a consequential amendment of Article 11.10. The
reason for the proposal is set out under agenda item 3 above.
********
To adopt the proposal to reduce the share capital under agenda item 7.1 and each
of the proposals for amendment of the Articles of Association under agenda items
7.3.1 through 7.3.4, 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. All other proposals may be adopted by a simple majority
of votes cast.
********
The current 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.
The A shares have 10 votes per DKK 0.01 of the A share capital, whereas the B
shares have one vote per DKK 0.01 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
Falconer Hotel & Conference Centre, 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 13 March 2009 at 4 pm. Alternatively, you may phone VP, no
later than Friday 13 March 2009 at 4 pm on tel +45 4358 8891. Admission cards
can also be ordered on VP's website www.uk.vp.dk/agm no later than Friday 13
March 2009 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 or PIN code solution. Electronic signatures used for
netbanking 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 13 March 2009 at 4 pm.
Also 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.
As in previous years, 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 along with the complete proposals and
the audited Annual Report 2008 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 Tuesday 24 February 2009 to Wednesday 18 March 2009. As from
Tuesday 24 February 2009, 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 13 March 2009 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 18 March 2008 (ie, one year before the
Annual General Meeting in 2009, 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 2008 p 50.
You can reach Radisson SAS Falconer Hotel & Conference Centre 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 the
Falconer Hotel & Conference Centre is located on the right-hand side. You can
also reach the Falconer Hotel & Conference Centre by Movia buses (lines 14, 15
and 18 stop at Frederiksberg town hall, a short distance from the Falconer Hotel
& Conference Centre). Car parking facilities are available at the Falconer Hotel
& Conference Centre for a 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
the Falconer Hotel & Conference Centre.
Novo Nordisk will host an information meeting conducted in Danish for the
Company's shareholders on 18 March 2009 at 5 pm at Radisson SAS Falconer Hotel &
Conference Centre. Further information about the meeting may be obtained at the
Company's website novonordisk.com/AGM and in the attached letter.
Yours sincerely
Novo Nordisk A/S
The Board of Directors
Company Announcement no 11 / 2009
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 25, 2009 NOVO NORDISK A/S
---------------------------------------------------
Lars Rebien Sorensen,
President and Chief Executive Officer