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Governance

Articles of association

(CVR No. 10 58 29 89)

1.

The name of the Foundation is the Novo Nordisk Foundation.

The registered office of the Foundation is situated in the Municipality of Gentofte.

2.

The Foundation is a foundation with corporate interests and shall have the following objects:

  • to provide a stable basis for the commercial and research activities of Novo Nordisk A/S, which is engaged in research in, development, production and sale of pharmaceuticals and related products and services; of Novozymes A/S, which is engaged in carrying out research in, development of, production of and trade in biological solutions; and of any future public or private limited companies in which the Foundation’s subsidiary, Novo Holdings A/S (cf. Article 4 (3) below) may hold a material equity interest or over which Novo Holdings A/S may have material influence, whether through proxy or otherwise;
  • to support physiological, endocrinological, metabolic and other medical research;
  • to support research hospital activities within diabetes in Denmark; and furthermore
  • to support other scientific as well as humanitarian and social purposes.

3.

The Foundation shall only vote in favour of any proposals to limit the objects of the companies referred to in Article 2 (1) above or of the Foundation’s subsidiary, Novo Holdings A/S, in so far as such proposals have been adopted in accordance with Article 16 (2) below and have been approved by the Danish regulatory authorities, and in the absence of such adoption and approval, the Board of Directors shall be obliged at the general meetings of the said companies to vote against any such proposals to amend the company’s objects.

According to Article 2 of its Articles of Association, Novo Holdings A/S has the following objects.

Novo Holdings A/S was founded by the Novo Nordisk Foundation, and its objects are to administrate the bonds contributed to Novo Holdings A/S by the Novo Nordisk Foundation, to administrate and exercise its voting rights on the A and B shares contributed to Novo Holdings A/S by the Novo Nordisk Foundation and issued by Novo Nordisk A/S, and to administrate and exercise its voting rights on Novo Holdings A/S’ A and B shares in Novozymes A/S securing the Novo Nordisk Foundation a satisfactory financial return.

These objects shall be attained through Novo Holdings A/S':

  • assurance that all companies in which the company has a material influence actively contribute to the development of the Novo Group and operate their business in accordance with the visions and values of the Novo Group,
  • maintenance of a material influence on Novo Nordisk A/S and Novozymes A/S,
  • compliance with the rules and principles which are set out in Articles 3 and 4 in the Articles of Association of the Novo Nordisk Foundation regarding exercise of the voting rights of A and B shares in Novo Nordisk A/S and Novozymes A/S, respectively, and
  • investment and financing business including placing of capital in companies and real estate domestically and abroad.

According to Article 2 of its Articles of Association, Novo Nordisk A/S has the following objects.

The Company’s objects are to carry out research and development and to manufacture and commercialise pharmaceutical, medical and technical products and services as well as any other activity related thereto as determined by the Board of Directors. The Company strives to conduct its activities in a financially, environmentally, and socially responsible way.

According to Article 2 of its Articles of Association, Novozymes A/S has the following objects.

The objects of the company are to carry out research in, development and production of and trade in biological solutions, including enzymes, microorganisms and other biotechnological processes and products as well as any other related activities as may be specified by the Board of Directors. The company strives to operate in a sustainable and responsible manner, inter alia in a financial, environmental and social regard.

4.

The capital of the Foundation shall consist of basic capital, a reserve fund, a liquid reserve fund and such other reserves as may have been or may be formed. As at 1 January 1989, the total capital constitutes DKK 2,695,841,000, of which DKK 21,825,000 is basic capital.

The basic capital may be placed in shares in Novo Nordisk A/S, Novozymes A/S, Novo Holdings A/S and/or subsidiaries of Novo Holdings A/S, in full or in part.

The Foundation’s portfolio of A shares in Novo Nordisk A/S has been invested as a non-cash contribution to Novo Holdings A/S – a subsidiary founded and wholly owned by the Foundation – that serves as the holding company of the Novo Group. In consideration of such non-cash contribution, the Foundation received shares in Novo Holdings A/S. Such shares in Novo Holdings A/S may not be divested for as long as the Foundation exists. At the time of the demerger of Novo Nordisk A/S, Novo Holdings A/S received A shares in Novozymes A/S equal to its holding of A shares in Novo Nordisk A/S. The Board of Directors shall at all times be obligated through the Foundation’s voting rights in Novo Holdings A/S:

  • to hinder any capital increase in Novo Holdings A/S by which the Foundation would lose its majority vote in Novo Holdings A/S;
  • to hinder any divestment by Novo Holdings A/S of A shares in Novo Nordisk A/S and/or Novozymes A/S; and
  • to ensure that any decision made in or by Novo Holdings A/S shall be in accordance with and fully respecting the Articles of Association of the Foundation, including Articles 3 and 4. The Foundation shall be entitled to hold, acquire and dispose of B shares in Novo Nordisk A/S and Novozymes A/S, respectively, without any restrictions other than the condition set forth in the second sentence of the last paragraph of Article 4.

The Board of Directors shall ensure reasonable consolidation of the Foundation through suitable appropriation of funds, possibly in Novo Holdings A/S, inter alia to enable the Foundation to participate at the discretion of the Board of Directors, possibly through Novo Holdings A/S, in future capital increases of Novo Nordisk A/S and Novozymes A/S and thus maintain the controlling interest in these companies.

To the extent deemed necessary by the Board of Directors to uphold and develop the commercial and research activities of the Novo Nordisk Group and/or the Novozymes Group as an internationally competitive business, cf. Article 2 above, the Foundation shall in connection with a capital increase in Novo Nordisk A/S and/or Novozymes A/S or, in connection with, for example, a merger of said companies with other companies, be entitled to waive its controlling interest in Novo Nordisk A/S and/or Novozymes A/S. Nevertheless, the Foundation shall strive to maintain material influence in Novo Nordisk A/S and/or Novozymes A/S through Novo Holdings A/S.

5.

The Foundation shall be governed by a Board of Directors consisting of 6–12 members elected under these Articles of Association. At least two members shall have a medical or scientific background, and at least one of these two members shall have a medical background.

The Board of Directors shall strive to have members from their own number elected to Novo Holdings A/S’ Board of Directors.

Any new members elected under these Articles of Association shall be nominated by members who have themselves been elected under these Articles of Association, in compliance with current legislation. Election shall be subject to adoption by the Board of Directors by a two thirds majority of the votes.

Members of the Board of Directors elected under these Articles of Association shall be elected for a one-year term. The election shall be held before the end of April each year. Retiring members shall be eligible for re-election until they attain the age of 70 years. If a member elected under these Articles of Association wishes to retire or for any other reason steps down during said member’s one-year term of office, an extraordinary election of a new member of the Board of Directors shall be held, but only in so far as the number of members elected under these Articles of Association would otherwise become lower than 6 (six). Such extraordinary election shall have effect for the remaining part of said one-year term of office (also with the possibility of re-election).

To the extent required by current legislation, the Board of Directors shall also consist of a number of members elected by the employees of the Foundation and its subsidiaries. Employee-elected members of the Board of Directors shall not participate in the nomination of new members to be elected under these Articles of Association.

6.

Members of the Board of Directors shall retire at the end of their term of office but shall be eligible for re-election until they attain the age of 70 years.

7.

The Board of Directors shall elect a Chairman and a Vice Chairman from its own number.

The Board of Directors shall constitute a quorum when more than half its members are present. For the Board of Directors to pass a resolution, a majority vote of the members present shall be required unless otherwise required by these Articles of Association. In case of a parity of votes, the Chairman shall hold the casting vote.

The Board of Directors may specify rules of procedure for the performance of its duties.

8.

The Board of Directors shall convene upon the decision of the Chairman or if so requested by a member of the Board of Directors or the CEO.

If temporarily absent, a member of the Board of Directors may be represented by a proxy, who shall be a member of the Board of Directors.

9.

The members of the Board of Directors shall receive an annual fee to be fixed in connection with the adoption of the Annual Report.

10.

The Board of Directors may set up one or more expert committees and councils consisting of 4–12 Danish or foreign members to assist the Board of Directors implementing the decision of the Board of Directors to award grants under Article 2 (2-4) of these Articles of Association. The Board of Directors shall appoint the chairman and other members for a term determined on appointment. If the chairman or the member is also a member of the Board of Directors, the appointment shall be effective for a term of one year. The committee members shall retire at the end of the calendar year in which they attain the age of 70 years.

The Board of Directors shall lay down the rules of procedure providing the framework for the activities of the committees and councils. Furthermore, the Board of Directors shall fix the remuneration of members of the committee and councils.

The Board of Directors shall lay down concrete criteria, conditions and budgets for the specific award of grants, and the committees and councils shall manage the award of grants in accordance with the decisions of the Board of Directors.

The Board of Directors shall ensure correct administration of the grants by following up on the activities of the committees.

11.

Each year, preferably before the end of April, the Chairman of the Board of Directors shall call a joint meeting of the members of the Board of Directors and the expert committees at which the activities of the Foundation during the past year and the financial position shall be reported.

Furthermore, the Chairman of the Board of Directors may call expert committee members to joint meetings whenever necessary.

12.

The Foundation shall be legally bound by the joint signatures of (i) the Chairman and either the CEO or two members of the Board of Directors or the joint signatures of (ii) the Vice Chairman and either the CEO or two members of the Board of Directors.

The Board of Directors may grant special power of attorney to legally bind the Foundation in specific matters.

13.

The Board of Directors may (i) appoint a CEO and/or (ii) set up a Secretariat to be headed by one or more secretaries to the Foundation to participate in the day-to-day administration of the Foundation.

The Board of Directors shall fix remuneration for (i) the CEO and/or (ii) the Secretariat of the Foundation and may stipulate written guidelines to be observed by the Secretariat in performing its duties.

14.

The financial year of the Foundation shall be the calendar year.

The Annual Report of the Foundation shall be audited by a state-authorized public accountant elected by the Board of Directors in accordance with relevant statutory rules.

15.

In addition to the requirements laid down in legislation, dissolution of the Foundation or any change in its objects as set out in Article 2 of these Articles of Association shall require the unanimous decision of the Board of Directors.

Any amendment of these Articles of Association in any other respect shall require a majority of at least two thirds of the votes of the Board of Directors.

16.

In the event the Foundation is dissolved, the assets of the Foundation shall solely be used in accordance with the objects stipulated in Article 2 of these Articles of Association.

Adopted at the meeting of the Board of Governors on 18 May 2017.

Last updated online by RWA 10. October 2017