UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
FEBRUARY 16 2005
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NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
NOVO ALLE
DK-2880, BAGSVAERD
DENMARK
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g-32(b):82-_____________________
DIRECTOR SHAREHOLDING
HOLDING OF NOVO NORDISK SHARES BY THE MEMBERS OF THE BOARD OF
DIRECTORS, OF EXECUTIVE MANAGEMENT AND ALL INSIDERS AND CONNECTED
PERSONS AS PER 11 FEBRUARY 2005
In accordance with Section 37 of the Danish Securities Trading Act,
Novo Nordisk is required on a quarterly basis after the closure of
the trading window to publish holdings of Novo Nordisk shares as
reported by insiders to Novo Nordisk.
Please find on the next pages the holding of the Novo Nordisk shares
and Novo Nordisk share options as of the closure of the trading
window as reported to Novo Nordisk.
THE SHARE PORTFOLIO
Please find below an individualised statement of the holding of Novo
Nordisk B shares at the close of the latest trading window, as
reported by insiders to Novo Nordisk.
Holding Movements since Portfolio as per
of shares 11 November 11 February 2005
11 2004
November
2004
Market value
Bought Sold shareholding of total
Number of shareholding
shares in DKK
BOARD OF DIRECTORS:
Mads 0vlisen 17,330 0 0 17,330 5,467,615
Sten Scheibye 400 0 0 400 126,200
Kurt Briner 2,400 0 0 2,400 757,200
Johnny Henriksen 300 0 0 300 94,650
Niels Jacobsen 11,000 0 0 11,000 3,470,500
Ulf J. Johansson 0 0 0 0 0
Anne Marie 1,600 0 0 1,600 504,800
Kverneland
Kurt Anker 27,612 0 2,000 25,612 8,080,586
Nielsen
Stig Str0baek 400 0 300 100 31,550
J0rgen Wedel 5,555 0 0 5,555 1,752,602
BOARD OF DIRECTORS IN TOTAL 66,597 0 2,300 64,297 20,285,703
EXECUTIVE MANAGEMENT:
Lars Rebien 3,800 0 0 3,800 1,198,900
S0rensen
Jesper Brandgaard 5,545 0 3,000 2,545 802,948
Lars Almblom 4,690 0 0 4.690 1,479,695
J0rgensen
Lise Kingo 1,555 0 0 1,555 490,603
Kare Schultz 5,000 0 0 5,000 1,577,500
Mads Krogsgaard 100 0 0 100 31,550
Thomsen
EXECUTIVE MANAGEMENT
IN TOTAL: 20,690 0 3,000 17,690 5,581,196
ALL INSIDERS AND CONNECTED
PERSONS IN TOTAL: 595,639 187,924,105
In 2004 a new long term performance based incentive programme was
introduced for six members of Executive Management and Senior
Management Board (twenty six in total). As the predefined overall
business-related targets have been achieved 126,344 shares have been
allocated to a bonus pool for 2004.
Based on the split of participants at the establishment of the bonus
pool, approximately 40% of the pool will be allocated to Executive
Management and 60% to the Senior Vice Presidents.
The calculation of the number of shares allocated to each executive
and the transfer of such shares to the executives will be made in
2008 after the end of the three year lock up period. The employee
will have to be employed at the end of the lock up period to be
eligible for the share transfer from the bonus pool.
For background information and definitions, please see below
THE SHARE OPTION PORTFOLIO - BOARD OF DIRECTORS
MARKET
OPTIONS EXERCISED VAUE OF
OUTSTANDING SINCE OUTSTANDING OPTIONS
EXERCISE 11 NOVEMBER 11 NOVEMBER 11 FEBRUARY EXERCISE (DKK
GRANTED PERIOD 2004 2004 2005 PRICE MILLION)
1999 2003-08 19,500 0 19,500 198 2
2000 2004-07 95,920 0 95,920 198 12
2000 2004-09 21,000 0 21,000 198 3
Total 136,420 0 136,420 17
For background information and definitions, please see below
THE SHARE OPTION PORTFOLIO - EXECUTIVE MANAGEMENT
MARKET
OPTIONS EXERCISED VAUE OF
OUTSTANDING SINCE OUTSTANDING OPTIONS
EXERCISE 11 NOVEMBER 11 NOVEMBER 11 FEBRUARY EXERCISE (DKK
GRANTED PERIOD 2004 2004 2005 PRICE MILLION)
1998 2001-06 10,500 0 10,500 190 1
1998 2002-07 17,000 0 17,000 125 3
1999 2003-08 37,500 0 37,500 198 5
2000 2004-07 200,140 0 200,140 198 25
2000 2004-09 35,000 0 35,000 198 5
2001 2005-10 47,500 0 47,500 332 3
2003 2007-12 70,000 0 70,000 195 9
Total 417,640 0 417,640 51
For background information and definitions, please see below
BACKGROUND INFORMATION AND DEFINITIONS RE HOLDING OF SHARES:
WHAT IS THE TRADING WINDOW?
Novo Nordisk's internal rules on trading in Novo Nordisk securities
permit trading in such securities by insiders and connected persons
in the 15-calendar-day period following each quarterly announcement.
Who are all insiders and connected persons?
Insiders at Novo Nordisk are defined as members of the Board of
Directors, members of Executive Management, senior vice presidents
and all employees reporting directly to them, all employees in
Corporate Legal, Corporate Finance, Investor Relations and Corporate
Communications, elected auditors and their deputies as well as
certain other employees who by the general counsel have been
categorised as insiders. Further, insiders include the following from
Novo Nordisk's parent organisation, Novo A/S, and the Novo Nordisk
Foundation: members of the Board of Directors, members of Management
and other employees who have access to inside information re Novo
Nordisk, as well as elected auditors. The insider register at Novo
Nordisk comprises a total of approximately 500 people including
directors, executives and employees.
This group's reported trading in the Novo Nordisk share also includes
trading undertaken by insiders' spouses/cohabitants or children under
the age of 18 as well as any company, foundation and/or other
businesses controlled by the insider, his/her spouse/cohabitant
and/or children under the age of 18 (connected persons). This brings
the group to a total of approximately 1,500-2,000 members.
WHAT ARE ID CODE AND SHARES?
The ID code DK001028081 is the code (ISIN) of the Novo Nordisk share
on the Copenhagen Stock Exchange. Shares include shares listed on the
Copenhagen Stock Exchange and London Stock Exchange as well as ADRs
listed on New York Stock Exchange, except for ADRs held in 401(k)
retirement plan by US-based employees.
WHAT ARE MOVEMENTS?
Movements comprise shares purchased or otherwise acquired and shares
sold or otherwise disposed of. Movements further comprise
shareholdings of members of the Board of Directors and/or members of
Executive Management taking office during the period under review.
WHAT IS MARKET VALUE OF THE TOTAL SHAREHOLDING?
The market value is the total shareholding of the members of the
Board of Directors, of the members of Executive Management and of the
insiders and connected persons as a group, respectively, multiplied
by the closing share price on the Copenhagen Stock Exchange on 10
February 2005 of DKK 315,50.
BACKGROUND INFORMATION AND DEFINITIONS RE HOLDING OF OPTIONS:
As far as options granted in 2000 are concerned, please note that the
options granted with an exercise period of 2004-07 relates to the
combined 'share investment scheme' and 'option grant scheme' launched
in connection with the demerger of Novozymes.
The options held by members of the Board of Directors were granted to
Mads 0vlisen and Kurt Anker Nielsen at the time before November 2000
when they were members of Executive Management.
WHAT IS MARKET VALUE OF OPTIONS?
The calculation of market values of the options is based on the
Black-Scholes option-pricing model. The closing price on the
Copenhagen Stock Exchange on 10 February 2005 of DKK 315,50 is used.
Novo Nordisk is a healthcare company and a world leader in diabetes
care. The company has the broadest diabetes product portfolio in the
industry, including the most advanced products within the area of
insulin delivery systems. 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
approximately 20,250 full-time employees in 78 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.
For further information please contact:
Media: Investors:
Mike Rulis Outside North America:
Tel: (+45) 4442 3573 Mogens Thorsager Jensen
Tel: (+45) 4442 7945
Palle Holm Olesen
Tel: (+45) 4442 6175
In North America:
Christian Kanstrup
Tel: (+1) 609 919 7937
Stock Exchange Announcement No 11 / 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
Date: FEBRUARY 16 2005 NOVO NORDISK A/S
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Lars Rebien Sorensen,
President and Chief Executive Officer