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Articles of Association

 

Translation of:

 

ARTICLES OF ASSOCIATION OF NOVO NORDISK FONDEN

(CVR No 10 58 29 89)

1.
The name of the Foundation is Novo Nordisk Fonden (the Novo Nordisk Foundation).

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

 

2.
The Foundation is a commercial foundation with 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 Novozymes A/S, which is engaged in carrying out research in, development, production and trade in biological solutions; and of any future public or private limited companies in which the Foundation's subsidiary, Novo A/S, (cf Article 4 (3) below) may hold a material equity interest or over which Novo A/S may have material influence, whether through proxy or otherwise,
2. to support physiological, endocrinological, metabolic and other medical research,
3. to contribute to the preservation and operation of Novo Nordisk A/S' research hospital activities, and furthermore
4. to support other scientific, humanitarian and social causes.

 

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 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 Governors shall be obligated at the general meetings of said companies to vote against any such proposals to amend their objects.

According to Article 3 of its Articles of Association, Novo A/S has the following objects:

Novo A/S is founded by the Novo Nordisk Foundation, and its objects are to administrate the bonds contributed in Novo A/S by the Novo Nordisk Foundation, to administrate and exercise its voting rights on the A and B shares contributed in Novo A/S by the Novo Nordisk Foundation and issued by Novo Nordisk A/S and, furthermore, to administrate and exercise its voting rights on Novo A/S' A and B shares in Novozymes A/S and through this to ensure that the Novo Nordisk Foundation receives a satisfactory financial return. 

This object is to be reached through Novo A/S':

• ensurance 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 in Novo Nordisk A/S and Novozymes A/S,
• compliance with the rules and principles which are laid down 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 in real property domestically and abroad.

 

According to Article 3 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 3 of its Articles of Association, Novozymes A/S has the following objects:

The purposes 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 consists of basic capital, reserve fund, liquid reserve fund and any 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 A/S and/or subsidiaries of Novo 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 in Novo A/S - a subsidiary founded and wholly owned by the Foundation - which serves as the holding company of the Novo Group. In consideration of such non-cash contribution, the Foundation received shares in Novo A/S. Such shares in Novo A/S may not be divested for as long as the Foundation shall exist. At the time of the demerger of Novo Nordisk A/S, Novo A/S received A shares in Novozymes A/S equal to its holding of A shares in Novo Nordisk A/S. The Board of Governors shall at all times be obligated through the Foundation's voting rights in Novo A/S

• to hinder any capital increase in Novo A/S by which the Foundation would lose its majority vote in Novo A/S,
• to hinder any divestment by Novo A/S of A shares in Novo Nordisk A/S and/or Novozymes A/S,
• to ensure that any decision made in or by Novo 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 last sentence of the last paragraph of this Article 4.

The Board of Governors shall ensure reasonable consolidation of the Foundation through suitable appropriation of funds, possibly in Novo A/S, inter alia to enable the Foundation to participate at the discretion of the Board of Governors, possibly through Novo 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 Governors to uphold and develop the commercial and research activities of the Novo Nordisk 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, eg, 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. Notwithstanding the aforesaid, the Foundation shall strive to maintain material influence in Novo Nordisk A/S and/or Novozymes A/S through Novo A/S.

 

5.
The Foundation is governed by a Board of Governors consisting of 6-12 members elected under these Articles of Association. At least two members must have a medical or scientific background and at least one of said two members must have a medical background.

 

The Board of Governors shall strive to have members from their own number elected to Novo 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 is subject to adoption by the Board of Governors by a 2/3 majority of the votes.

 

Members of the Board of Governors elected under these Articles are elected for a one-year term. The election is held before the end of April each year. Retiring members are eligible for re-election until they attain the age of 70. If a member elected under these Articles 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 Governors shall be held, but only in so far as the number of members elected under these Articles 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 Governors 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 Governors shall not participate in the nomination of new members to be elected under these Articles of Association.

 

6.

Members of the Board of Governors shall retire at the end of the calendar year in which they attain the age of 70.

Moreover, any member of the Board of Governors shall step down if so decided by unanimous vote of the other members.

 

7.
The Board of Governors shall elect a Chairman and a Deputy Chairman from its own number. 

The Board of Governors shall constitute a quorum when more than half its members are present. For the Board of Governors to pass a resolution, a majority vote of the members present is 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 Governors may specify rules of procedure for the performance of its duties.

 

8.
The Board of Governors shall convene upon the decision of the Chairman or if so requested by a member of the Board of Governors or the Managing Director.

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

 

9.
The members of the Board of Governors shall receive an annual fee to be fixed in connection with the adoption of the annual accounts.

 

10.
The Board of Governors shall set up two expert committees:

 

'Nordisk Forskningskomite' and 'Den Læge- og Naturvidenskabelige Komite'

 

each committee consisting of 4-12 Danish or foreign members. Within the financial limits specified by the Board of Governors, the two committees shall administer financial support in accordance with the two former foundations' special objects. The Board of Governors may decide to merge the two committees if at least 2/3 of the members of each committee vote in favour hereof.

 

The committee chairmen are appointed by the Board of Governors among its scientific members. The Board of Governors appoints the members of the committees for a term of five years upon the recommendation of the committee concerned. The Chairman and committee members shall retire at the end of the calendar year in which they attain the age of 70.

 

The rules of procedure for the committees are adopted by the committees and approved by the Board of Governors.

Remuneration to the committee members is fixed by the Board of Governors.

 

11.

The Board of Governors may set up additional expert committees, appoint their chairmen and authorise the committees to administer support to scientific, humanitarian and social causes within the financial limits specified by the Board of Governors.

Remuneration to the committee members is fixed by the Board of Governors.

 

12.

Each year, preferably before the end of April, the Chairman of the Board of Governors calls a joint meeting of the members of the Board of Governors and the expert committees at which the Board of Governors shall report on the activities of the Foundation during the past year and on the financial position.

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

 

13.

The Foundation shall be legally bound by the joint signatures of the Chairman and either the Managing Director or two members of the Board of Governors.

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

 

14.

The Board of Governors may (i) appoint a Managing Director 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.

Remuneration to (i) the Managing Director and/or (ii) the secretariat of the Foundation is fixed by the Board of Governors who may stipulate written guidelines to be observed by the secretariat in performing its duties.

 

15.

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

The Annual Report of the Foundation shall be audited by a certified accountant elected by the Board of Governors in accordance with relevant statutory rules.

 

16.

In addition to requirements laid down in the legislation, dissolution of the Foundation or any change in its objects as set out in Article 2 of these Articles of Association would require the unanimous decision of the Board of Governors. Amendment of Article 10 furthermore requires a 2/3 majority of votes in each of the committees referred to in Article 10.

Any amendment of these Articles of Association in any other respect requires a majority of at least 2/3 of the votes of the Board of Governors.

 

17.

In the event of dissolution of the Foundation, the assets of the Foundation shall only be used according to the objects stipulated in Article 2 of these Articles of Association.

 

Adopted at the meeting of the Board of Governors on 19. March 2010

 

Members of the Board of Governors:

Ulf J. Johansson                     

Jørgen Boe                        

Bo Ahrén        

Niels Borregaard                    

Hans Ejvind Hansen             

Ulla Morin

Kurt Anker Nielsen                  

Søren Thuesen Pedersen      

Stig Strøbæk

 

 

 

Updated October 18, 2010 by Pernille Julø Risegaard