Elaboration of the items on the agenda

Item 1:
The Board of Directors proposes that the oral report on the Company’s activities in the past financial year is noted by the Annual General Meeting.

Item 2:
The Board of Directors proposes that the audited Annual Report 2012 is adopted by the Annual General Meeting.

Item 3.1:
The Board of Directors proposes that the actual remuneration of the Board of Directors for 2012 of DKK 9,300,000 is approved by the Annual General Meeting. Reference is made to pages 49–51 of the Annual Report 2012.

The actual remuneration for 2012 corresponds to the remuneration level approved by the Annual General Meeting for the 2012 financial year.

Item 3.2:
The Board of Directors proposes that the remuneration level for 2013 is the same as the level approved by the Annual General Meeting in 2012 for the 2012 financial year.

Consequently, the following remuneration level for 2013 is proposed approved by the Annual General Meeting:

In addition the Board of Directors proposes that the members of the Board of Directors who are not residents in Denmark are entitled to receive the following fixed travel allowance in connection with participation in board meetings in Denmark:

The actual remuneration of the Board for 2013 shall be approved by the Annual General Meeting in 2014.

Item 4:
The proposed dividend for 2012 is DKK 18.00 for each Novo Nordisk A or B share of DKK 1.

This is a 29% increase compared to the dividend declared for the 2011 financial year. No dividends will be paid on the Company’s holding of own shares.

Item 5:
All board members are to be elected or re-elected each year and were most recently elected at the Annual General Meeting in 2012. Thus, the term of each board member expires at the Annual General Meeting in March 2013.

Item 5.1:
Sten Scheibye does not seek re-election as chairman of the Board of Directors.

The Board of Directors proposes election for a one year term of Göran Ando as chairman of the Board of Directors.

The Board of Directors recommends election of Göran Ando as chairman primarily because of his extensive experience within management of companies within the pharmaceutical industry as well as his experience as vice chairman of the Board of Directors. Göran Ando is also assessed to have the personal qualifications to be the chairman of the Board. Please see Appendix 1 for a further description of his qualifications.

Item 5.2:
The Board of Directors proposes election for a one year term of Jeppe Christiansen as a new board member and vice chairman of the Board of Directors.

The Board of Directors recommends election of Jeppe Christiansen as vice chairman primarily because of his executive background and extensive experience from the financial sector in particular in relation to financial and capital markets issues as well as insight into the investor perspective. Jeppe Christiansen is also assessed to have the personal qualifications to be the vice chairman of the Board. Please see Appendix 1 for a further description of his qualifications.

Item 5.3:
Kurt Anker Nielsen does not seek re-election. The Board of Directors proposes re-election for a one year term of the following board members elected by the Annual General Meeting: Bruno Angelici, Henrik Gürtler, Liz Hewitt, Thomas Paul Koestler and Hannu Ryöppönen.

Please see Appendix 1 for a description of the nominated candidates’ qualifications, including information about other executive functions (memberships of executive boards, boards of directors, supervisory boards, and board committees) and demanding organisational tasks held by the proposed candidates in Danish and foreign companies.

Item 6:
The Board of Directors proposes re-appointment of PricewaterhouseCoopers Statsautoriseret Revisionspart-nerselskab (“PwC”) as the Company’s auditor.

The Board of Directors recommends re-appointment of PwC as auditor because of their significant knowledge of the pharmaceutical industry and exhaustive knowledge of Novo Nordisk. Furthermore, PwC possesses sig-nificant competencies in terms of tax matters valuable to Novo Nordisk and PwC has a global organisation that provides valuable support to Novo Nordisk’s global business.

Item 7.1:
The Board of Directors proposes that the Company’s B share capital is reduced from DKK 452,512,800 to DKK

442,512,800 by cancellation of part of the Company’s own holding of B shares at a nominal value of DKK 10,000,000 divided into 10,000,000 B shares of DKK 1 each.

After reduction of the share capital, the Company’s share capital will amount to DKK 550,000,000 divided into A share capital of DKK 107,487,200 and B share capital of DKK 442,512,800.

The purpose of the reduction of the Company’s share capital is to distribute funds to the shareholders by way of the Company repurchasing shares in accordance with the authorisations granted to the Board of Directors at previous Annual General Meetings. If the proposal is adopted, the Company’s holding of own shares will be reduced by 10,000,000 B shares of DKK 1 each. These B shares were repurchased for the total sum of DKK 8,248,400,000 which means that, in addition to the nominal reduction amount, DKK 8,238,400,000 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 amendment of Article 3.1 of the Articles of Association taking effect upon completion of the capital reduction:

Item 7.2:
The Board of Directors’ current authorisations in Articles 5.3 and 5.4 of the Articles of Association to increase the share capital expire on 12 March 2013.

At present the Board of Directors considers it good corporate governance to limit the authorisations both in terms of time and amount.

Therefore, the Board of Directors proposes that the duration of the authorisations in Articles 5.3 and 5.4 is extended for a period of three years until 20 March 2016 and the maximum share capital increase is limited to be a total of nominally DKK 78,000,000.

As a consequence of a change in the administrative practice of the Danish Business Authority, the Board of Directors further proposes that the Board of Directors’ current authorisation in Article 5.4 of the Articles of Association to increase the share capital is divided into two authorisations – one authorisation to issue shares with pre-emptive rights for existing shareholders and one authorisation to issue shares without pre-emptive rights for the existing shareholders. In spite of the authorisation being divided into two authorisations the authorisations are not aggregated, cf the proposed Article 5.4(c) below.

The proposed new authorisations have the following wording replacing the existing Articles 5.3-5.5 of the Articles of Association:

Item 7.3:
The Board of Directors proposes that an authorisation of the Board of Directors is granted to allow the Company to repurchase own shares.

The Company considers it good corporate governance and consistent with its share buy-back-programme strategy, that the mandate to repurchase existing shares is limited in amount and affirmed by the Annual General Meeting on a regular basis.

Consequently, the Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to allow the Company to repurchase up to a total nominal amount of DKK 55,000,000 own shares, corresponding to 10% of the share capital, subject to a holding limit of 10% of the share capital. The repurchase must take place at a price equal to the share price quoted at the time of the repurchase with a deviation of up to 10%, until the next Annual General Meeting.

Item 7.4:
The Board of Directors proposes that the updated principles for remuneration of board members and executives in Novo Nordisk A/S including the general guidelines for incentive-based remuneration (the ‘Remuneration Principles’) are approved by the Annual General Meeting.

The following adjustments are proposed in relation to the size and allocation of the short-term incentive programme (STIP) and the long-term incentive programme (LTIP) for Executive Management:

The adjustment of STIP and LTIP is to ensure flexibility for the Board in executive remuneration as the 2012 assessment of executive remuneration against a benchmark of Danish companies and European pharmaceutical companies have shown that elements in the executive remuneration are below market benchmark levels. The adjusted allocation of shares under the LTIP will ensure that members of Executive Management will be awarded in accordance with their actual base salary instead of fixed units.

The following other alterations and amendments have been made to the Remuneration Principles:

The proposed Remuneration Principles are attached as Appendix 2.

Additional information

Majority requirements
To adopt the proposals under items 7.1 and 7.2 of the agenda, at least two thirds of the total number of votes in the Company shall be present at the Annual General Meeting, and not less than two thirds of the votes cast and share capital represented shall vote for the proposals, cf Articles 9.2 and 9.3 of the Articles of Association.

All other proposals on the agenda may be adopted by a simple majority of votes, cf Article 9.1 of the Articles of Association.

Share capital
The current share capital of the Company amounts to DKK 560,000,000 divided into A share capital of DKK 107,487,200 and B share capital of DKK 452,512,800.

Each A share capital amount of DKK 0.01 carries 10 votes and each B share capital amount of DKK 0.01 carries 1 vote.

Record date
The record date is Wednesday 13 March 2013 (CET).

Participation and voting rights
A shareholder’s right to attend and vote at the Annual General Meeting shall be determined by the number of shares held by such shareholder at the end of the record date.

The number of shares held by each shareholder at the record date shall be calculated based on the number of shares registered in the Register of Owners as well as any notification received by the Company for registration but not yet entered in the Register of Owners.

Participation is conditional on the shareholder having obtained an admission card in due time.

How to obtain an admission card
Access to the Annual General Meeting is conditional on the shareholder having requested an admission card by Friday 15 March 2013 end of day (CET).

Admission and voting cards for the Annual General Meeting may be obtained:

For further information please see novonordisk.com/AGM.

How to submit a proxy
Proxies shall be submitted by Friday 15 March 2013 end of day (CET).

Voting instructions by proxy may be completed and submitted:

From shareholders unable to attend the Annual General Meeting, the Board of Directors would appreciate receiving a proxy to exercise the voting rights attached to the shares to know the shareholders’ view on the respective items on the agenda and to ensure that the quorum requirement is met.

According to Danish law, a proxy issued to the Board of Directors for the Annual General Meeting is only valid if it is in writing (or submitted via a qualified IT system), and signed and dated after 20 March 2012 (i.e. within one year before the Annual General Meeting 2013).

How to vote by correspondence
Shareholders may vote by correspondence by Tuesday 19 March 2013 end of day (CET):

Written questions
Shareholders may ask written questions to the Company about the agenda and documents concerning the Annual General Meeting.

Written questions shall be sent to AGMEETING@novonordisk.com no later than Monday 18 March 2013 (CET).

Language
Representatives of the Company and the chairman of the Annual General Meeting will conduct their presentations in English. Shareholders may choose to speak in Danish or English.

Simultaneous interpretation from English to Danish and from Danish to English will be available at the meeting.

Webcast
The Annual General Meeting will be broadcast live by webcast in Danish and English on the Company’s web-site novonordisk.com.

The webcast will also be available on the Company’s website after the Annual General Meeting. The webcast will only show the platform. See the Company’s personal data policy available on novonordisk.com under ‘About Novo Nordisk’ → ‘Corporate governance’ → ’Privacy policy’.

Information on the website
The following information is available on novonordisk.com under ‘About Novo Nordisk’ → ‘Corporate governance’ → ’General meetings and Shareholders’ Meeting’ until and including the date of the Annual General Meeting:

You may also request to receive a copy of the above-mentioned documents by contacting the Company by phone +45 4442 3434.

Dividends
The dividend as approved by the Annual General Meeting will be transferred to the shareholders via VP Securities A/S after deduction of withholding tax if any.

Further information on dividends may be found in the Annual Report 2012 page 45.

Shareholders’ Meeting
On Wednesday 20 March 2013 at 4.30 pm (CET) after the Annual General Meeting, the Company will host an information meeting conducted in Danish for its shareholders at Tivoli Hotel & Congress Center, Arni Magnussons Gade 2, 1577 Copenhagen V, Denmark.

Further information about the Shareholders’ Meeting may be found on novonordisk.com/AGM.

How to get there
Tivoli Hotel & Congress Center can be reached by car, by bus or by train.

There are a limited number of parking spaces at Tivoli Hotel & Congress Center and directly opposite the main entrance of Tivoli Hotel & Congress Center at ‘Kulbroen – Car Park’ available to the shareholders. Please note that there is a charge for parking at both places. As a further alternative, there are parking spaces at Fisketorvet Shopping Center. The distance is about 800 meters, and it takes about 10 minutes to walk from Fisketorvet Shopping Center to Tivoli Hotel & Congress Center.

To reach Tivoli Hotel & Congress Center by bus, bus 11A stops right outside both the entrance to Copenhagen Central Station and Tivoli Hotel & Congress Center. Alternatively, bus 30 may be used.

To reach Tivoli Hotel & Congress Center by train, you may take the train to Dybbølsbro station. The distance is about 600 meters, and it takes about eight minutes to

walk from Dybbølsbro station to Tivoli Hotel & Congress Center.

Electronic communication
It is possible to receive Annual Reports, the quarterly update Share and notices of General Meetings and Shareholders’ Meetings electronically from Novo Nordisk. You may register your email address on the InvestorPortal:

Best regards
Novo Nordisk A/S

The Board of Directors

Göran Ando, MD Vice chairman of the Board Born March 1949 Male, Swedish national First elected in 2005 Most recently elected in 2012 Vice chairman in 2006 Proposed elected chairman in 2013 Not independent

Former positions
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.

Management duties
Chairman of the board of Symphogen A/S, Denmark.

Member of the boards of Novo A/S, Denmark and Molecular Partners AG, Switzerland.

Senior Advisor to Essex Woodlands Health Ventures Ltd, UK.

Member of the Scientific Advisory Board of Bausch & Lomb, US.

Special competences
Medical qualifications and extensive executive background within the international pharmaceutical industry.

Jeppe Christiansen Born November1959 Male, Danish national Proposed elected vice chairman in 2013 Not independent

Former positions
Mr Christiansen was CEO of LD Pensions, Denmark, from 2005 until 2009. Prior to that Mr Christiansen was executive director in Danske Bank A/S, Denmark, from 1999 until 2004 with responsibility for group equity business and corporate international banking. From

1988 until 1999, Mr Christiansen worked for LD Pensions, first as a fund manager and later as a deputy director with responsibility for the equity business.

Management duties
CEO of Fondsmæglerselskabet Maj Invest A/S, Denmark.

Member of the boards of Novo A/S, Haldor Topsøe A/S, Kirkbi A/S and Symphogen A/S, all in Denmark.

Special competences
Executive background and extensive experience from the financial sector, in particular in relation to financial and capital markets issues as well as insight into the investor perspective.

Bruno Angelici Member of the Board Born April 1947 Male, French national First elected in 2011 Most recently elected in 2012 Independent

Former positions
Mr Angelici was executive vice president of AstraZeneca, with P&L responsibility for Europe, Japan, Asia Pacific, Latin America, Middle East and Africa from 2001 until

2009. In 1998 Mr Angelici was appointed president of Zeneca, Japan, and was responsible for the successful merger of Astra and Zeneca in Japan. Previously, from 1989, Mr Angelici was president of Zeneca, France, having joined from Baxter International, where he held various management positions from 1978 to 1989.

Management duties
Member of the board of Smiths Group plc, UK.

Member of the supervisory board of Wolters Kluwer, Netherlands.

Member of the Global Advisory Board of Takeda Pharmaceutical Company Limited, Japan.

Special competences
Extensive global experience with two companies in the fields of pharmaceuticals and medical devices and indepth knowledge of strategy, sales, marketing and governance of major companies.

Henrik Gürtler Member of the Board Born August 1953 Male, Danish national First elected in 2005 Most recently elected in 2012 Not independent

Former positions
Mr Gürtler 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 Gürtler 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.

Management duties
President and CEO of Novo A/S.

Chairman of the boards of Novozymes A/S, Copenhagen Airports A/S, and COWI Holding A/S, all in Denmark.

Special competences
Knowledge of the Novo Group’s business and its policies, and knowledge of the international biotech industry.

Liz Hewitt Member of the Board Member of the Audit Committee Born November 1958 Female, UK national First elected in 2012 Audit Committee member since 2012 Independent

Former positions
From 2004 to 2011 Ms Hewitt was Group Director Corporate Affairs for Smith & Nephew plc, UK, and was involved at a senior level in all aspects of the business, including membership of Risk Committee. At 3i Group plc, UK, 1986 to 2004, Ms Hewitt held a number of roles from investing and syndicating private equity transactions, to running the internal consultancy team, culminating in her role as Director Corporate Affairs, when

she was a member of Risk Committee and a Trustee of the 3i Charitable Foundation. In her early career, Ms Hewitt qualified with Andersen & Co and also worked as a private equity investor for Citicorp Venture Capital (now CVC), UK and Gartmore Investment Management Ltd, UK.

Management duties
Member of the board of Synergy Health plc, UK.

Chairman of the audit committee of Synergy Health plc, and external member of the audit committee of the House of Lords, both UK.

Special competences
Extensive experience within the field of medical devices, significant financial knowledge and knowledge about how large international companies operate.

Audit Committee
Ms Hewitt is designated as Audit Committee financial expert under both Danish and US law. Ms Hewitt qualifies as an independent Audit Committee member as defined by the US SEC and is regarded as independent under the Danish Act on Approved Auditors and Audit Firms.

Thomas Paul Koestler Member of the Board Born June 1951 Male, US national First elected in 2011 Most recently elected in 2012 Independent

Former positions
From 2003 to 2009 Dr Koestler was executive vice president and from 2006 president of Schering-Plough Research Institute, US. Before joining Schering-Plough Research Institute he was senior vice president & global head of Regulatory Affairs of Pharmacia Corporation,

US, from 2001. From 1996 to 2001, Dr Koestler was vice president, later senior vice president in Novartis Pharmaceuticals within Regulatory Affairs. From 1982 to 1996 Dr Koestler held various management positions within Regulatory Affairs and Clinical Safety in Sandoz Pharmaceutical Corporation, Johnson & Johnson, Bristol-Myers Squibb, and Smith Kline French Labs, all in the US.

Management duties
Executive with Vatera Holdings LLC, US.

Member of the boards of Momenta Pharmaceuticals Inc, ImmusanT Inc, Arisaph Pharmaceuticals Inc, Rib-X Pharmaceuticals Inc, and Pearl Therapeutics Inc, all in the US.

Chairman of the Scientific Advisory Board of Bausch & Lomb, US.

Special competences
Extensive R&D knowledge, both generally and within the field of regulatory affairs. Significant know-how about the pharmaceutical industry in general and how large international corporations operate. In addition, knowledge of the US market.

Hannu Ryöppönen Member of the Board Chairman of the Audit Committee Born March 1952 Male, Finnish national First elected in 2009 Most recently elected in 2012 Chairman of the Audit Committee (member since 2009) Independent

Former positions
Mr Ryöppönen was, until 2009, CFO and deputy CEO in Stora Enso Oyj, Finland. From 2003 to 2005, he was CFO and executive in Royal Ahold, Netherlands, and served on the board of directors of the ICA Group, Sweden, including the chairmanship of the audit committee. From 1999 to 2003, Mr Ryöppönen was Finance Director of Industri Kapital Group, UK. Mr Ryöppönen served as CFO of the IKEA Group, Denmark, from 1985 to 1998, including a position as deputy CEO of IKANO Asset Management from 1998 to 1999.

From 1977 to 1985, Mr Ryöppönen held various management positions at Chemical Bank in the US and the UK, as well as for Alfa Laval in the US and Sweden.

Management duties
Chairman of the boards of Hakon Invest AB, Billerud-Korsnäs AB, both in Sweden, and private equity funds Altor 2003 GP Limited, Altor Fund II GP Limited, and Altor III GP Limited, Jersey, Channel Islands.

Member of the boards of Amer Sports Oyj, Finland, and the private equity fund Value Creation Investments Limited, Jersey, Channel Islands.

Chairman of the audit committee of Amer Sports Oyj, Finland.

Special competences
International executive background and thorough understanding of managing finance operations in global organisations, in particular in relation to accounting, financial and capital markets issues, but also experience within private equity and Mergers & Acquisitions (M&A).

Audit Committee
Mr Ryöppönen is designated as Audit Committee financial expert under both Danish and US law. Mr Ryöppönen qual-ifies as an independent Audit Committee member as de-fined by the US SEC and is regarded as independent under the Danish Act on Approved Auditors and Audit Firms.