Shareholder rights
Novo Nordisk is organised under Danish law as a public limited liability company.
Novo Nordisk’s share capital is divided between A shares and B shares.
Shares and voting rights
The Company’s share capital amounts to DKK 634,000,000 divided into A share capital of DKK 107,487,200 and B share capital of DKK 526,512,800.
Each A share of DKK 0.01 carries 10 votes, whereas each B share of DKK 0.01 carries one vote. Thus, each B share of DKK 1.00 (the present denomination of the Company’s shares) carry 100 votes and each A share of DKK 1.00 carry 1,000 votes.
Special rights attached to A shares include preemptive subscription rights in case of an increase of the A share capital, preemptive purchase rights in case of a sale of A shares and priority dividend if dividend is below 0.5%, while B shares take priority for dividend between 0.5% and 5% and B shares take priority for winding-up proceedings. However, in practice, A shares and B shares receive the same amount of dividend per share of DKK 0.01.
The Board may issue new shares or buy back shares in accordance with authorisations granted by the general meeting and recorded in the minutes.
Listings and transferability
All A shares are held by Novo A/S, a Danish public limited liability company fully owned by the Danish self-governing institution, the Novo Nordisk Foundation. The A shares are not listed but are in principle transferable. However, according to the Articles of Association of the Foundation the A shares cannot be divested by Novo A/S or the Foundation.
The B shares are listed on OMX Nordic Exchange Copenhagen and London Stock Exchanges, and on the New York Stock Exchange in the form of ADRs and there are no transferability restrictions on the B shares.
Exercise of votes and control
In 2007 Novo A/S sold 3,437,400 of its B shares and thus achieved its objective of reducing its ownership of Novo Nordisk A/S to a long-term target level of just over 25% of capital, which is around the level of Novo A/S' ownership of Novo Nordisk A/S following the demerger of Novozymes in 2000.
The A shares held by Novo A/S represent 17.0% of the capital and 67.1% of the total number of votes in the company. In addition, Novo A/S holds 9.0 % of the total capital as B shares. Holding 26.0% of the total share capital, Novo A/S controls 70.7% of the total number of votes. These figures do not take into account treasury shares (own shares) held by Novo Nordisk.
Novo Nordisk is not aware of the existence of any agreements between shareholders on the exercise of votes or control.
The stake held by board members and employees cannot be determined exactly, however, Novo Nordisk estimates that as of January 2008, the B-shares held by Novo Nordisk board members and employees represent app. 1% of the capital and less than 1% of the total number of votes in Novo Nordisk.
Multiple voting rights
Novo Nordisk is of the opinion that the current share and ownership structure is appropriate and preferable for the long-term development of the company.
A study commissioned by the European Commission concluded in 2007 that control-enhancing mechanisms such as the A and B share structure are allowed in all European countries investigated and that they do not have a negative impact on shareholder value creation. Novo Nordisk believes that the transparency inherent in its share structure is to the benefit of shareholders, who know in advance the relative voting power of each share class.
The current differentiation of voting rights cannot be revoked, as this would violate the articles of association of the Foundation, which have been approved by the Danish authorities.
