Articles of Association

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 commercial foundation and shall have the following objects:

1. 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 Novonesis 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 (2) below) may hold a material equity interest or over which Novo Holdings A/S may have material influence, whether through proxy or otherwise;
2. to support physiological, endocrinological, metabolic and other medical research;
3. to support research hospital activities within diabetes in Denmark; and furthermore
4. 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 14 (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.

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 Foundation is the sole shareholder of Novo Holdings A/S, CVR no. 24 25 76 30, and such shares with their associated voting rights in Novo Holdings A/S may not be divested for as long as the Foundation exists. The Board of Directors shall at all times be obligated through the Foundation’s ownership of and 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, CVR no. 24 25 67 90 and/or Novonesis A/S, CVR no. 10 00 71 27; 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 Novonesis A/S, respectively, without any restrictions other than the condition set forth in the third 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 Novonesis 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 Novonesis Group as an internationally competitive business, cf. Article 2 above, the Foundation shall, with the consent of the Danish foundation authority, in connection with a capital increase in Novo Nordisk A/S and/or Novonesis 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 Novonesis A/S. The Board of Directors’ decision in such matter shall be made in accordance with the procedural rules on amendments to the Articles of Association as set out in Article 14 (2). Nevertheless, the Foundation shall strive to maintain material influence in Novo Nordisk A/S and/or Novonesis 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 elected by members who have themselves been elected under these Articles of Association, in compliance with applicable 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. Members of the Board of Directors shall resign at the end of their term. Re-election may take place. The election shall be held at the Foundation’s Annual Report Meeting. 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 applicable 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.

The age limit for members of the Board of Directors is 75 years. Members of the Board of Directors are eligible for election or re-election until they attain the age of 75 years.

7.

The Board of Directors shall elect a Chairman and a Vice Chairman from its own number. The election of the Chairman and the Vice Chairman shall be made for a one-year term at the Foundation’s Annual Report Meeting.

The Board of Directors shall constitute a quorum when more than half its members are represented. 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 shall 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, a registered officer, the auditor or the Danish foundation authority. Board meetings may be held by written procedure or electronically.

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. However, a member of the Board of Directors may not obtain controlling interest by proxy.

The Board of Directors shall keep minutes of its meetings. The minutes shall be signed by all members. Members who were not present shall confirm by their signature that they have read the minutes. A dissenting member, who disagrees with a decision made by the Board of Directors, has the right to have its opinion recorded in the minutes.

9. 

The members of the Board of Directors shall receive an annual fee to be fixed at the Annual Report Meeting in connection with the adoption of the Annual Report. The remuneration must not exceed what is considered customary considering the nature of the position and the scope of work, and what is deemed reasonable with regard to the financial position of the Foundation and the Group.

10.

The Board of Directors may set up one or more expert committees and councils to assist the Board of Directors, including with the implementation of the Board of Directors’ granting decisions in accordance with Article 2 (no. 2-4).

The Board of Directors shall lay down the rules of procedure providing the framework for the activities of the committees and councils.

11.

The Foundation shall be legally bound by the joint signatures of the Chairman and one registered officer, by the joint signatures of the Chairman and two members of the Board of Directors, by the joint signatures of the Vice Chairman and one registered officer, or by the joint signatures of the Vice Chairman and 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.

12.

The Board of Directors may appoint a Chief Executive Officer and up to three additional registered officers to manage the day-to-day operations of the Foundation.

13. 

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

The Annual Report of the Foundation shall be prepared in accordance with applicable legislation. The Foundation’s Annual Report shall be audited by a state-authorized public accountant elected by the Board of Directors for a one-year term at the Annual Report Meeting. Re-election may take place.

14.

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.

15.

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 Directors on 24 September 2024.