Notice of AGM

 
TIDMNVOB 
 
Annual General Meeting of Novo Nordisk A/S 
 
Annual General Meeting on 24 March 2010 
 
The ordinary Annual General Meeting will be held on 
 
                    Wednesday 24 March 2010 at 2.00 pm (CET) 
 
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 29,300 employees in 76 
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 <http://www.novonordisk.com/>. 
 
Further information: 
 
 
 Media:                                  Investors: 
 
 
 
 Mike Rulis                              Klaus Bülow Davidsen 
 
 Tel: [phone]                    Tel: [phone] 
 
 [e-mail]                    [e-mail] 
 <mailto:[e-mail]>           <mailto:[e-mail]> 
 
 
 
                                         Kasper Roseeuw Poulsen 
 
                                         Tel: [phone] 
 
                                         [e-mail] 
                                         <mailto:[e-mail]> 
 
 
 
 In North America:                       In North America: 
 
 Sean Clements                           Hans Rommer 
 
 Tel: [phone]                  Tel: [phone] 
 
 [e-mail]                    [e-mail] 
 <mailto:[e-mail]>           <mailto:[e-mail]> 
 
 
 
Company Announcement no 11 / 2010 
 
 
The notice for the Annual General Meeting and proposal for revised Incentive 
Guidelines are attached. 
 
Appendix to Novo Nordisk A/S' AGM Company Announcement dated 26 February 2010 
 
To the shareholders of Novo Nordisk A/S 
 
 
 
The Company will conduct its Annual General Meeting on 
 
 
 
Wednesday 24 March 2010 at 2.00 pm (CET) 
 
 
 
at Bella Center, Center Boulevard 5, 2300 Copenhagen, 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 2009. 
 
 
 
3.   Approval of the remuneration of the Board of Directors for 2009 and 2010. 
 
 
 
4.   A  resolution  to  distribute  the  profit  according to the adopted Annual 
Report 2009. 
 
 
 
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 current board members elected by 
the  Annual General Meeting: Sten Scheibye, Göran A Ando, Henrik Gürtler, Pamela 
J Kirby, Kurt Anker Nielsen, Hannu Ryöppönen and Jørgen Wedel. 
 
 
 
6.   Election of auditor. 
 
      The Board of Directors proposes re-election of PricewaterhouseCoopers. 
 
 
 
7.   Proposals from the Board of Directors: 
 
 
 
7.1 Amendments to the Articles of Association 
 
 
 
       The Board of Directors proposes  the following amendments to the Articles 
of Association: 
 
 
 
      (A)  Amendments relating to the new Danish Companies Act: 
 
 
 
             (i)   Mandatory Amendments (notice period for convening the general 
meeting  changed to 3-5 weeks prior to  general meeting, deadline for submission 
of   shareholder   proposals  changed  to  6 weeks  prior  to  general  meeting, 
introduction  of a  mandatory record  date, amendment  of deadline for admission 
cards to 3 days prior to general meeting) 
 
               (ii)    Consequential  Editorial  Amendments  (various  editorial 
amendments  of references and wording to  reflect revised terminology in the new 
Danish Companies Act) 
 
 
 
      (B)  Other Amendments 
 
 
 
              (i)    Articles  5.1, 5.10 and  Article  17.2 (to be renumbered to 
Article  18.2) (adoption of generic reference to "central securities depository" 
to replace reference to Værdipapircentralen A/S, now VP Securities A/S) 
 
 
 
              (ii)  Articles  8.2, 11.2 and 11.4 (direct  election by the Annual 
General Meeting of the chairman and vice chairman of the Board of Directors) 
 
 
 
             (iii) Article 13.1 (to be renumbered to Article 14.1) (amendment of 
the rule of signature) 
 
 
 
             (iv) New Article 13 (English as corporate language) 
 
 
 
              (v)  Article 16.2 (to be renumbered to Article 17.2) (amendment of 
wording to reference to applicable law re annual report) 
 
 
 
              (vi) Article 17.2 (to be  renumbered to Article 18.2) (deletion of 
sentence on lapse of the right to dividends). 
 
 
 
7.2        Reduction  of the Company's  B share capital  from DKK 512,512,800 to 
DKK  492,512,800 by cancellation of  20,000,000 B shares of  DKK 1 each from the 
Company's  own holdings of B shares at  a nominal value of DKK 20,000,000, equal 
to  slightly more than 3.2% of the  total share capital. After implementation of 
the  share capital  reduction, the  Company's share  capital will  amount to DKK 
600,000,000, divided into A share capital of DKK 107,487,200 and B share capital 
of DKK 492,512,800. 
 
 
 
7.3        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%. 
 
 
 
7.4        Amendments to the Incentive Guidelines. 
 
 
 
8.          Authorisation to the chairman of the meeting. 
 
 
 
9.          Miscellaneous. 
 
 
 
Elaboration and statement explaining the proposals: 
 
 
 
Re agenda item 3: 
 
The Board of Directors proposes that the Annual General Meeting 2010 approve the 
actual  remuneration  of  the  Board  of  Directors  for  2009 as  well  as  the 
remuneration level for 2010. 
 
 
 
For  2010, the Board of  Directors proposes the  same remuneration structure and 
levels as for 2009. 
 
 
 
Reference is made to pages 39-40 and pages 78-80 of the Annual Report 2009. 
 
 
 
Re agenda item 4: 
 
The  proposed dividend for 2009 is DKK 7.5 for  each Novo Nordisk B share of DKK 
1 and  for each Novo Nordisk A share of  DKK 1. This is a 25 % increase compared 
with  the dividend  for the  fiscal year  2008 (DKK 6.00 for  each share  of DKK 
1.00). No dividend will be paid on the Company's holding of its 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 <http://www.novonordisk.com/> 
under  'About  Novo  Nordisk'  Ã   'Corporate  governance'  for  a  more detailed 
description of the competence criteria of the Board of Directors. 
 
 
 
All  board members are  to be elected  or re-elected each  year. Thus each board 
member's  term expires in  2010. The Board of  Directors proposes re-election of 
all  current board members elected by the Annual General Meeting: Sten Scheibye, 
Göran  A  Ando,  Henrik  Gürtler,  Pamela  J  Kirby,  Kurt  Anker Nielsen, Hannu 
Ryöppönen and Jørgen Wedel. 
 
 
 
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. 
 
 
 
In  the Danish  Corporate Governance  Recommendations (2008),  it is recommended 
that  at least half of  the board members elected  by the Annual General Meeting 
shall  be  independent  of  the  Company.  Mr  Nielsen and Mr Gürtler were chief 
financial  officer and  corporate executive  vice president,  respectively, with 
special  responsibility for Corporate  Staffs of Novo  Nordisk A/S, prior to the 
demerger  into  Novo  Nordisk  A/S  and  Novozymes  A/S in 2000. Furthermore, Mr 
Nielsen,  Mr Gürtler 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 Gover ­nance 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 who qualify as 
independent  and  as  financial  experts  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 require ­ments of the Company. 
 
 
 
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 Directors of the Trade Council of 
Denmark  and the Board of Governors of DTU (the Technical University of Denmark) 
and  a member of the boards of Danske  Bank A/S, Rambøll Gruppen A/S, DADES A/S, 
the  Danish Industry Foundation and the Aase and Ejnar Danielsen Foundation, all 
in  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 was first elected to the Board  of Novo Nordisk A/S in 2003 and has 
been re-elected several times, most recently in 2009. He became vice chairman in 
2004 and chairman in 2006. His term as a board member expires in March 2010. 
 
 
 
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. 
 
 
 
Göran  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, EDBI Pte Ltd, Singapore, 
NicOx   SA,   France,   EUSA   Pharma,   UK,  CBio  Ltd,  Australia,  and  Albea 
Pharmaceuticals  AG, Switzerland.  Dr Ando  also serves  as a  Senior Advisor to 
Essex  Woodlands  Health  Ventures  Ltd,  UK,  and is chairman of the Scientific 
Advisory Board, Southwest Michigan First, US. 
 
 
 
Dr  Ando qualified as a medical  doctor at Linköping 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 2009. His  term as  a board member 
expires  in March  2010. 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  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. 
 
 
 
Mr  Gürtler is chairman of the boards  of Novozymes A/S, Copenhagen Airports A/S 
and COWI A/S, all in Denmark. 
 
 
 
Mr  Gürtler has an MSc in Chemical  Engineering from the Technical University of 
Denmark from 1976. 
 
 
 
Mr  Gürtler was first elected  to the Board of  Novo Nordisk A/S in 2005 and has 
been re-elected several times, most recently in 2009. His term as a board member 
expires in March 2010. 
 
 
 
Mr  Gürtler 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  Gürtler 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 Gürtler is a male Danish national, born on 11 August 1953. 
 
 
 
Pamela J Kirby was, from 2001 to 2003, CEO of the contract research organisation 
Quintiles  Transnational Corporation, US, and before that, Dr Kirby was director 
of  Global Strategic  Marketing for  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 is chairman  of the Board  of Scynexis Inc,  US, and a board member of 
Smith & Nephew plc, UK, and Informa plc, Switzerland. 
 
 
 
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 and she was re-elected in 2009. Her term as a board member expires 
in March 2010. 
 
 
 
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 board  of Vestas  Wind Systems  A/S, Denmark. In 
Novozymes  A/S, LifeCycle Pharma A/S, ZymoGenetics,  Inc 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 2009. His term as a board member 
expires in March 2010. 
 
 
 
Mr  Nielsen has been chairman  of the Audit Committee  at Novo Nordisk A/S since 
2004 and is designated as Audit Committee financial expert (as defined by the US 
SEC). 
 
 
 
Mr  Nielsen qualifies as an independent Audit Committee member as defined by the 
US  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  Ryöppönen was,  until 2009 CFO,  and deputy  CEO in  Stora Enso Oyj (FI). 
Before  that he was CFO and executive  in Royal Ahold (NL) from 2003 to 2005 and 
served  on  the  Board  of  Directors  of  the  ICA  Group  (SE)  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 in 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. 
 
 
 
Mr  Ryöppönen is the chairman of the Board of Directors of Tiimari Oyj, a member 
of the Board of Directors of Neste Oil Oyj, Amer Sports Oyj and Rautaruukki Oyj, 
all  in Finland. Mr  Ryöppönen is also  the chairman of  the Audit Committees of 
Amer  Sports Oyj  and Rautaruukki  Oyj, and  a member  of the Audit Committee of 
Neste  Oil Oyj. Finally, Mr  Ryöppönen is chairman of  the Board of Directors of 
the Altor private equity funds, Altor 2003 GP Limited, Altor Fund II GP Limited, 
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  Ryöppönen has a BA  in Business Administration (1976)  from Hanken School of 
Economics, Helsinki. 
 
 
 
Mr  Ryöppönen was elected to  the Board of Directors  of Novo Nordisk A/S at the 
Annual  General Meeting in  March 2009 for the  first time. His  term as a board 
member expires in March 2010. 
 
 
 
Mr  Ryöppönen qualifies as  an independent Audit  Committee member as defined by 
the  US SEC  and is  regarded as  an independent  board member  under the Danish 
Corporate Governance Recommendations (2008). 
 
 
 
In March 2009 the Board of Directors of Novo Nordisk A/S elected Mr Ryöppönen as 
a  member of the Audit Committee and  designated him financial expert under both 
Danish and US law. 
 
 
 
The  special competences  possessed by  Mr Ryöppönen  that are important for the 
performance  of  his  duties  are  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). 
 
 
 
Mr Ryöppönen is a male Finnish national, born on 25 March 1952. 
 
 
 
Jørgen  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 2009. His  term as  a board member 
expires in March 2010. 
 
 
 
Mr  Wedel has  been a  member of  the Audit  Committee at Novo Nordisk A/S since 
2005 and  in March 2009 he was designated by the Board of Directors as financial 
expert under both Danish and US law. 
 
 
 
Mr Wedel qualifies as an independent Audit Committee member as defined by the US 
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. 
 
 
 
                                                                        ******* 
 
 
 
Re agenda item 7 - Proposals from the Board of Directors: 
 
 
 
Re agenda item 7.1: 
 
The  Board  of  Directors  proposes  a  number  of amendments to the Articles of 
Association. A substantial part of the amendments relates to the adoption of the 
new  Danish Companies Act (Danish Act no. 470 of 12 June 2009), which inter alia 
sets  out improved shareholder information and participation rights, see further 
item  (A) below. These amendments are  grouped into amendments that are required 
under  the Act  (referred to  as "Mandatory  Amendments" below)  and included in 
sub-section  (i) and a number of editorial  amendments that are not required but 
which   are   proposed  as  a  consequence  of  the  new  Act  (referred  to  as 
"Consequential Editorial Amendments" and included in sub-section (ii) below). 
 
 
 
The Mandatory Amendments and the Consequential Editorial Amendments will each be 
submitted for approval at the Annual General Meeting as one proposal. 
 
 
 
In  addition  to  the  above,  the  Board  of  Directors  proposes certain other 
amendments  primarily not  related to  the adoption  of the new Danish Companies 
Act,  see further item (B) below. The items under item (B) will be submitted for 
approval at the Annual General Meeting as individual proposals. 
 
 
 
A  revised  set  of  Articles  of  Association  reflecting all of the amendments 
proposed under (A) and (B) will from Friday 26 February 2010 be available at the 
Company's  website  novonordisk.com  <http://www.novonordisk.com/>  under 'About 
Novo Nordisk' -  'Corporate governance'. 
 
 
 
(A)     Amendments relating to the new Danish Companies Act 
 
 
 
          (i)  Mandatory Amendments: 
 
 
 
           -    Articles 5.1, 6.5 and existing Article 17.2 (to be renumbered to 
Article  18.2): It is proposed to             amend the term "aktiebog" (applied 
in  the Danish version of the Articles  of Association) to "ejerbog" in order to 
comply  with  revised  terminology  applied  in  the  new  Act.  In  the English 
translation  of the Articles of Association the "Register of Shareholders" shall 
be  amended accordingly to the "Register of Owners". If the new Danish Companies 
Act  Section 5, item 8, re  changed terminology has  not come into  force at the 
time  of the general meeting the Board of Directors proposes, that the amendment 
becomes  effective at  the time  this Section  enters into  force. The procedure 
regarding this condition precedent is described below. 
 
 
 
           -     Article  7.5: It  is  proposed  to  amend the notice period for 
general  meetings to the statutory minimum of 3 weeks and maximum of 5 weeks. If 
the  new Danish Companies Act Section  94 (2) re changed convening notice period 
has  not  come  into  force  at  the  time  of  the general meeting the Board of 
Directors  proposes,  that  the  amendment  becomes  effective  at the time this 
Section  enters into force. The procedure  regarding this condition precedent is 
described below. 
 
 
 
           -    Article 8.1: It is proposed to amend the deadline for submission 
of  shareholder proposals to the statutory  6 weeks prior to the general meeting 
with  a right for the Board of Directors to accept proposals submitted after the 
deadline. 
 
 
 
           -    Article 9.1: It is proposed  to introduce new wording to reflect 
the  statutory record date for determining  shareholder status and voting rights 
as  introduced by  the new  Act. The  rules on  documenting title  to shares are 
deleted  to align the wording with the new  Act. If the new Danish Companies Act 
Section  84 (1), 1 and 2 sentence, and Section 84 (2)  re a record date have not 
come  into force  at the  time of  the general  meeting, the  Board of Directors 
proposes  that the amendment  becomes effective at  the time these provisions in 
the  Sections enter into force. The procedure regarding this condition precedent 
is described below. 
 
 
 
          -    Article 9.1: It is proposed to change the deadline for requesting 
admission  cards  from  5 to  3 days  and  to  separate  this requirement into a 
separate  Article  9.2. Existing  Articles  9.2-9.4 are  renumbered  to Articles 
9.3-9.5 and   the  related  references  in  Articles  5.3 and  10.5 are  revised 
accordingly. 
 
 
 
          -    Articles 10.1 and 10.2: It is proposed to change the reference to 
"the  Danish Public Companies Act"  to "the Danish Companies  Act". If the first 
part  of the new Danish Companies Act has not come into force at the time of the 
general  meeting, the  Board of  Directors proposes  that the  amendments become 
effective at the time the first part of the new Danish Companies Act enters into 
force. The procedure regarding this condition precedent is described below. 
 
 
 
          (ii) Consequential Editorial Amendments: 
 
 
 
           -     Article  1.2: It  is  proposed  to  delete  the company name in 
parenthesis after the secondary names as this is not required under the new Act. 
The proposal requires that the new Danish Companies Act Section 28 has come into 
force at the time of the general meeting. 
 
 
 
           -    Articles 4.2 and 5.1: It is proposed to include in Article 5.1 a 
right for the Company to issue share certificates for A-shares and to delete the 
rules on issuance of share certificates in Article 4.2. 
 
 
 
           -    Article 7.4: It is proposed to  amend the wording on the maximum 
period  allowed to call an extraordinary  general meeting to reflect the wording 
applied in the new Act. 
 
 
 
           -    Article 7.5: It is proposed to  add a description of all methods 
applied for convening the general meeting, i.e. via newspaper, via letter to the 
shareholders  and via the IT system of  the Danish Commerce and Companies Agency 
together with publication on the Company's website. 
 
 
 
           -    Article 7.6: It is proposed to  amend the wording to reflect the 
statutory  requirement to disclose  at least 3 weeks  prior to a general meeting 
documents relating to the general meeting on the Company's website. 
 
 
 
           -     Article  8.5: It  is  proposed  to  amend the wording regarding 
authorisation  to hold  the general  meeting in  English to  reflect the wording 
applied in the new Act. 
 
 
 
           -    Article 9.5: It is proposed  to introduce wording to reflect the 
statutory   right  of  shareholders  under  the  new  Act  to  submit  votes  by 
correspondence  prior to the  general meeting. The  Board of Directors proposes, 
that  the amendment becomes effective  at the time the  new Danish Companies Act 
Section  104 (2)  enters  into  force.  The  procedure  regarding this condition 
precedent is described below. 
 
 
 
          -    Articles 10.2, 10.3 and 10.4: It is proposed to amend the wording 
of  the majority requirements  in order to  reflect that the  new Act allows for 
certain amendments to take place with lower majority or without shareholder vote 
and  in general to align the wording with the wording in the new Act. If the new 
Danish  Companies Act Section 106 (1) re majority requirements has not come into 
force  at the time of the general  meeting, the Board of Directors proposes that 
the  amendments become effective at the time this Section enters into force. The 
procedure regarding this condition precedent is described below. 
 
 
 
           -    Article 10.5: It is proposed to  clarify that the use of a proxy 
for  a second general meeting  is subject to the  shareholder granting the proxy 
having  a right to meet  and vote at the  general meeting pursuant to inter alia 
the rules regarding mandatory record date and admission cards. If the new Danish 
Companies  Act Section 84 (1), 1 and 2 sentence,  and Section 84 (2) re a record 
date  have not come into force at the  time of the general meeting, the Board of 
Directors  proposes  that  the  amendment  becomes  effective  at the time these 
provisions  in  the  Section  enter  into  force.  The  procedure regarding this 
condition precedent is described below. 
 
 
 
           -    Article 11.5: It is proposed to add a reference to the mandatory 
right of the auditor to call a board meeting. 
 
 
 
(B)    Other Amendments 
 
 
 
           (i)  Articles 5.1, 5.10 and 17.2 (to be renumbered to Article 18.2): 
It  is proposed to adopt a  generic reference to "central securities depository" 
to  replace the reference to "Værdipapircentralen A/S", now "VP Securities A/S", 
in  order to avoid subsequent  amendments to the Articles  of Association due to 
name  change or  change in  central securities  depository. A revised wording is 
proposed concerning shares issued by a central securities depository. 
 
 
 
            (ii)   Articles  8.2, 11.2 and  11.4: In  order  to  obtain  greater 
transparency  it is proposed that the Annual General Meeting elects the chairman 
as  well as the vice chairman of the Board of Directors. Furthermore, in Article 
11.4 it  is also proposed that the Board of Directors is given the power to fill 
vacancies until holding of the next annual general meeting. 
 
 
 
           (iii) Article  13.1 (to be  renumbered to  Article 14.1): In order to 
obtain  greater flexibility, it is  proposed to change the  rule of signature to 
allow also i) the chairman to sign with a board member and ii) the vice chairman 
to sign with a board member. 
 
 
 
           (iv)                     Article 13: It is proposed to formally adopt 
English  as  the  corporate  language  of  Novo  Nordisk  A/S. If the new Danish 
Companies  Act Section 126 re corporate language has  not come into force at the 
time  of the general meeting, the Board of Directors proposes that the amendment 
becomes  effective at  the time  this Section  enters into  force. The procedure 
regarding this condition precedent is described below. 
 
 
 
          (v) Article 16.2 (to be renumbered to Article 17.2): It is proposed to 
replace  the  requirements  for  the  Annual  Report  stated  in the Articles of 
Association by a general reference to applicable law. 
 
 
 
           (vi)                      Article  17.2 (to  be renumbered to Article 
18.2): It  is proposed  to delete  the last  sentence on  lapse of  the right to 
dividends  due to conflict  with the new  Danish Limitation Act  (Danish Act no. 
522 of  6 June  2007). The  deletion  implies  that  the  lapse  of the right to 
dividends will follow applicable law. 
 
 
 
Procedure in connection with the conditions precedent: 
 
 
 
The  Board  of  Directors  shall  be  authorised  to  make the amendments of the 
Articles of Association as follows: 
 
 
 
If  the new  Danish Companies  Act Section  5, item 8, Section  84 (1), 1 and 2 
sentence,  Section 84 (2), Section 94 (2), Section 106 (1), and Section 126, cf. 
agenda  items 7.1A(i)-(ii) and 7.1B(iv) have not come  into force at the time of 
the  general meeting, the Board of  Directors proposes the amendments adopted as 
conditions  precedent  according  to  the  procedure  prescribed  by  the Danish 
Commerce and Companies Agency. 
 
 
 
The  proposal  concerning  votes  by  correspondence  is proposed as a condition 
precedent  in all circumstances  as it is  not set to  come into force until May 
2010. 
 
 
 
Information  about the conditions precedent shall be included in the Articles of 
Association.  Concerning each  provision this  means that  the previous existing 
provision  is maintained  without amendments.  Follow ­ing each previous existing 
provision  it is stated: "When the new  Danish Companies Act has come into force 
this  provision in the Articles  of Association shall be  written as follows:" - 
hereafter the new provision adopted by the general meeting shall be stated. 
 
 
 
When  each section  in the  new Danish  Companies Act  has come  into force, the 
amendments  to the Articles of  Association (including the amendments concerning 
the record date) will be made effective at the same time. The Board of Directors 
shall  soonest hereafter amend the Articles  of Association accordingly, so that 
the  provision(s) in the  Articles of Association  in question only state(s) the 
new  provision(s).  The  new  Articles  of  Association  shall  be published and 
submitted to the Danish Commerce and Companies Agency. 
 
 
 
Re agenda item 7.2: 
 
The  Board of Directors  proposes a reduction  of the Company's  B share capital 
from DKK 512,512,800 to DKK 492,512,800 by cancellation of part of the Company's 
portfolio  of own  B shares  at a  nominal value  of DKK 20,000,000 divided into 
20,000,000 B shares of DKK 1 each. After the implementation of the share capital 
reduction,  the Company's share capital  will amount to DKK 600,000,000, divided 
into A share capital of DKK 107,487,200 and B share capital of DKK 492,512,800. 
 
 
 
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 20,000,000 
and  the Company's portfolio of own shares  is reduced by 20,000,000 B shares of 
DKK   1 each.   These   B  shares  were  acquired  for  the  total  sum  of  DKK 
6,005,493,359.08, which  means  that  in  addition  to  the  nominal  amount  of 
reduction, DKK 5,985,493,359.08 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 600,000,000 divided into 
A share capital of DKK 107,487,200 and B share capital of DKK 492,512,800." 
 
 
 
Re agenda item 7.3: 
 
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%. 
 
 
 
The  Board  of  Directors  considers  it  to  be  good  corporate governance and 
consistent  with the Company's strategy for  its share buy back-programmes, that 
the  mandate to  acquire own  shares is  limited in  amount and  approved by the 
Annual General Meeting on an annual basis. 
 
 
 
Re agenda item 7.4: 
 
In  2008 the Annual General Meeting approved the Incentive Guidelines concerning 
remuneration for the Board and Executive Management. 
 
 
 
The  current Incentive  Guidelines contains  reference to  a long-term incentive 
programme  consisting of a joint share bonus pool for participants which include 
the  Senior Vice Presidents of Novo Nordisk Group. The revised proposal reflects 
the  fact that  not all  Senior Vice  Presidents of  the Novo Nordisk Group (the 
Senior Management Board) are in the same joint share bonus pool as the Executive 
Management. 
 
 
 
In  addition  the  Board  of  Directors  proposes  to  transfer the remuneration 
overview  table  to  the  Company's  Remuneration  Principles  to  enable a more 
operational handling of minor changes to, e.g.; Danish pension tax law. Finally, 
the  Board of Directors proposes to change the reference to OMX in the Incentive 
Guidelines to "NASDAQ OMX Copenhagen" to reflect the new ownership. 
 
 
 
Re agenda item 8: 
 
The Board of Directors proposes that the general meeting authorises the chairman 
of  the meeting  to notify  decisions adopted  by the  general meeting and which 
require  notification to  the Danish  Commerce and  Companies Agency and to make 
corrections  in  the  documents  which  are  drafted  in  connection  with these 
decisions  to the extent required by the Danish Commerce and Companies Agency in 
order to register the decisions. 
 
 
 
                                                                       ******** 
 
 
 
To  adopt the proposals to amend the  Articles of Association under item 7.1 and 
the  proposal to reduce  the share capital  under agenda item  7.2, 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. If at the time of 
the  Annual General Meeting  it has been  made possible by  way of regulation to 
adopt  some of the proposals  concerning the new Danish  Companies Act with less 
majority and quorum requirement, this less majority and quorum requirement shall 
apply. 
 
 
 
                                                                        ******** 
 
 
 
Share capital and votes 
 
The  current 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. 
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 
Annual  General  Meeting  by  presenting  an  admission  card  and  a duly dated 
instrument of proxy. 
 
 
 
Admission cards and submission of votes by proxy 
 
Requests  for admission cards and instructions  for submission of votes by proxy 
must  be received by  either VP Investor  Services A/S ("VP")  or the Company no 
later than Friday 19 March 2010 at 4 pm (CET). 
 
 
 
Admission and voting cards for the Annual General Meeting may be obtained 
 
 
 
       -      by returning the  enclosed requisition, duly completed and signed, 
in the enclosed envelope to VP, 
 
      -      by phone to VP on tel [phone], 
 
          -            via    the    Company's    website    novonordisk.com/AGM 
<http://novonordisk.com/AGM>    or   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 
<http://www.novonordisk.com/AGM> . 
 
 
 
Voting  instructions by proxy  can be completed  and submitted via the Company's 
website   novonordisk.com/AGM   <http://novonordisk.com/AGM>   or  VP's  website 
www.uk.vp.dk/agm using the same procedure as described above. 
 
 
 
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. 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  24 March 2009 (i.e. one  year before the Annual General 
Meeting in 2010, at the earliest). 
 
 
 
Written questions 
 
Shareholders  may pose written questions to  the management of the Company about 
the  agenda  and  documents  concerning  the  Annual  General  Meeting.  Written 
questions should be sent to [e-mail] <mailto:[e-mail]> 
 
 
 
Language 
 
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. 
 
 
 
Webcast 
 
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 <http://www.novonordisk.com/> . 
 
 
 
Access to information 
 
The  agenda, the  notice, the  complete proposals  in the  form of  the proposed 
revised Articles of Association together with a mark-up of the existing Articles 
of  Association and the proposed Incentive Guidelines together with a mark-up of 
the  existing Incentive Guidelines,  and the Annual  Report 2009 in complete and 
unabbreviated  form  will  be  available  to  shareholders for inspection at the 
Company's  office, Novo Allé, DK-2880 Bagsværd,  on weekdays between 10 am (CET) 
and  2 pm (CET) from Friday 26 February 2010 to Wednesday 24 March 2010. As from 
Friday  26 February 2010, the documents will also  be available at the Company's 
website   novonordisk.com   <http://www.novonordisk.com/>    under  'About  Novo 
Nordisk'  - 'Corporate governance', or  you can order a  copy by contacting Novo 
Nordisk A/S on tel [phone]. 
 
 
 
Dividend payment 
 
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 A/S. Further information  on dividend can be  found in the Annual 
Report 2009 p 49. 
 
 
 
Instructions for direction to the venue of the Annual General Meeting 
 
Public  transportation to the  Annual General Meeting  is possible with HT buses 
(lines  4A and 30), or  with the  Metro, direction  Vestamager, to  Bella Center 
Station.  Please notice that  the entrance to  the Annual General  Meeting is at 
Bella  Center's  WEST  entrance  which  is  on  the opposite side from the Metro 
Station.  Against payment, parking is available outside Bella Center. P5, P1 and 
P2 are the closest areas. 
 
 
 
Information meeting 
 
Novo  Nordisk  will  host  an  information  meeting  conducted in Danish for the 
Company's  shareholders on 24 March 2010 at 5 pm  (CET) at Bella Center. Further 
information  about  the  meeting  may  be  obtained  at  the  Company's  website 
novonordisk.com/AGM   <http://www.novonordisk.com/AGM>    and  in  the  attached 
letter. 
 
 
 
Yours sincerely 
 
 
 
Novo Nordisk A/S 
 
The Board of Directors 
 
 
Appendix to Novo Nordisk A/S' AGM Company Announcement dated 26 February 2010 
 
 
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 
other members of the Senior Management Board. 
 
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 NASDAQ OMX 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 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. 
 
Bagsværd, 24 March 2010 
 
 
 
[HUG#1388503] 
 
 
 
 
 
    Company Announcement no 11 2010: http://hugin.info/2013/R/1388503/346760.pdf