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 23 2007
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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-_____________________
Annual General Meeting of Novo Nordisk A/S
The ordinary Annual General Meeting will be held on
Wednesday 7 March 2007 at 4.30 pm (CET)
at Copenhagen Congress Center, Bella Center, Center Boulevard 5, 2300
Copenhagen S, Denmark.
The notice for the Annual General Meeting is enclosed.
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 more than 23,600 employees in 79
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
Further information:
Media:
Investors:
Outside North America:
Outside North America:
Elin K Hansen
Mads Veggerby Lausten
Tel: (+45) 4442 3450
ekh@novonordisk.com
Tel: (+45) 4443 7919
mlau@novonordisk.com
Hans Rommer
Tel: (+45) 4442 4765
hrmm@novonordisk.com
In North America:
In North America:
Susan T Jackson
Christian Qvist Frandsen
Tel: (+1) 609 919 7776
stja@novonordisk.com
Enclosure
Stock Exchange Announcement no 4/2007
Tel: (+1) 609 919 7937
cqfr@novonordisk.com
Appendix to Novo Nordisk A/S' AGM Stock Exchange Announcement, dated
20 February 2007
To the shareholders of Novo Nordisk A/S
The Company will conduct its Annual General Meeting on
Wednesday 7 March 2007 at 4.30 pm (CET)
at Copenhagen Congress Center, Bella Center, Center Boulevard 5, 2300
Copenhagen S, 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 2006, including
approval of the remuneration of the Board of Directors.
3. A resolution to distribute the profit according to the adopted Annual Report
2006.
4. 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 following existing board
members elected by the Annual General Meeting: Sten Scheibye, Goran A Ando, Kurt
Briner, Henrik Gurtler, Niels Jacobsen, Kurt Anker Nielsen and J0rgen Wedel.
5. Election of auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers.
6. Proposal from the Board of Directors:
Reduction of the Company's B share capital from DKK 566,432,800 to DKK
539,472,800 by 13,480,000 B shares of DKK 2 each out of the Company's own
holdings of B shares at a nominal value of DKK 26,960,000, equal to 4% of the
total share capital. The Company's share capital will then amount to DKK
646,960,000 divided into A share capital of DKK 107,487,200 and B share capital
of DKK 539,472,800.
7. Proposal from the Board of Directors:
To 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%,
cf Section 48 of the Danish Public Companies Act.
8. Miscellaneous.
Elaboration and statement explaining the proposals:
Re agenda item 3:
The proposed dividend for 2006 is DKK 7 for each Novo Nordisk B share of DKK
2 and for each Novo Nordisk A share of DKK 2. This is a 17% increase compared to
the dividend for the fiscal year 2005 (DKK 6 for each share of DKK 2). No
dividend will be paid on the Company's holding of own shares.
Re agenda item 4:
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. The Board of Directors actively contributes to developing the
Company as a globally working focused pharmaceutical company and supervises the
management in its decisions and operations. Please visit novonordisk.com under
'About us' a 'Corporate governance' for a more detailed description of the
competence criteria of the Board of Directors.
It is the assessment of the Board of Directors that the proposed composition
complies with these criteria.
Besides their professional qualifications, the proposed candidates possess
great experience in the daily work and management of international
pharmaceutical and high-technology companies and together they have the
knowledge, and professional and international experience which are competences
important to the work of the Board of Directors.
The proposed board candidates have the following backgrounds. Independence is
defined in accordance with the Danish Corporate Governance Recommendations
designated by the Copenhagen Stock Exchange (OMX) unless otherwise stated:
Sten Scheibye is chairman of the Board of Directors of Novo Nordisk A/S.
Since 1995, he has been president and CEO of Coloplast A/S, Denmark. Besides
being a member of the boards of various Coloplast companies, Mr Scheibye is a
member of the Board of Danske Bank A/S, Denmark. Furthermore, he holds a seat on
the Central Board and the Executive Committee of the Confederation of Danish
Industries.
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 is
also an adjunct professor of applied chemistry at the University of Aarhus.
Mr Scheibye was elected to the Board of Novo Nordisk A/S in 2003 and
re-elected several times, most recently in 2006. His term as a board member
expires in March 2007.
Mr Scheibye is regarded as an independent board member.
The special competences possessed by Sten 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 Danish national, born on 3 October 1951.
Goran A Ando, MD, is vice-chairman of the Board of Directors of Novo Nordisk
A/S. Dr Ando is a former 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 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 is a founding fellow of the
American College of Rheumatology in the US. Dr Ando serves as chairman of the
boards of Novexel SA, France, and Inion Oy, Finland, as vice chairman of the
Board of S*Bio Pte Ltd, Singapore, and as a board member of Novo A/S, Denmark,
Bio*One Capital Pte Ltd, Singapore, A-Bio Pharma Pte Ltd, Singapore, NicOx SA,
France, and Enzon Pharmaceuticals, Inc, US.
Dr Ando qualified as a medical doctor at Linkoping Medical University,
Sweden, in 1973 and as a specialist in general medicine at the same institution
in 1978.
Dr Ando was elected to the Board of Novo Nordisk A/S in 2005 and re-elected
in 2006. His term as a board member expires in March 2007. Dr Ando is 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 Swedish national, born on 6 March 1949.
Kurt Briner works as an independent consultant to the pharmaceutical and
biotech industries and is a board member of OM Pharma, Switzerland, Progenics
Pharmaceuticals Inc, US, and GALENICA SA, Switzerland. From 1988 to 1998, he was
president and CEO of Sanofi Pharma, France. He has been chairman of the European
Federation of Pharmaceutical Industries and Associations (EFPIA).
Mr Briner holds a Diploma of the Commercial Schools of Basel and Lausanne,
Switzerland. Mr Briner was elected to the Board of Novo Nordisk A/S in 2000 and
re-elected several times, most recently in 2006. His term as a board member
expires in March 2007.
Mr Briner is regarded as an independent board member.
The special competences possessed by Mr Briner that are important for the
performance of his duties are his executive background and knowledge of the
pharmaceutical and biotech industries as well as of global, particularly
European pharmaceutical regulations and policies.
Mr Briner is a Swiss national, born on 18 July 1944.
Henrik Gurtler has been president and CEO of Novo A/S, Denmark, since 2000.
He was employed in 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 Gurtler was appointed corporate vice president of Human Resource
Development in Novo Nordisk A/S in 1991, and in 1993 corporate vice president of
Health Care Production. In 1996, he became a member of Corporate Management of
Novo Nordisk A/S with special responsibility for Corporate Staffs. Mr Gurtler is
chairman of the boards of Novozymes A/S, Denmark, and Copenhagen Airports A/S,
Denmark, and a member of the boards of COWI A/S and Br0drene Hartmanns Fond,
both Denmark.
Mr Gurtler has an MSc in Chemical Engineering from the Technical University
of Denmark from 1976.
Mr Gurtler was elected to the Board of Novo Nordisk A/S in 2005 and
re-elected in 2006. His term as a board member expires in March 2007. Mr Gurtler
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 Henrik Gurtler that are important for
the performance of his duties are his knowledge of the Novo Group's business and
its policies and the international biotech industry. Mr Gurtler is a Danish
national, born on 11 August 1953.
Niels Jacobsen has been president & CEO of William Demant Holding A/S and
Oticon A/S, both Denmark, since 1998. He is a board member of Nielsen & Nielsen
Holding A/S, Denmark, and is also a board member of a number of companies wholly
or partly owned by the William Demant Group, including Sennheiser Communications
A/S, Himsa A/S, Himsa II A/S, Hearing Instrument Manufacturers Patent
Partnership A/S (chairman), William Demant Invest A/S (chairman), all in
Denmark, and Ossur hf. (chairman), Iceland. Mr Jacobsen also holds a seat on the
Central Board of the Confederation of Danish Industries.
Mr Jacobsen has an MSc in Business Administration from the University of
Aarhus, Denmark, from 1983.
Mr Jacobsen was elected to the Board of Novo Nordisk A/S in 2000 and
re-elected several times, most recently in 2006. His term as a board member
expires in March 2007. Mr Jacobsen is a member of the Audit Committee at Novo
Nordisk A/S and is designated as Audit Committee financial expert.
Mr Jacobsen qualifies as independent Audit Committee member as defined by the
US Securities and Exchange Commission (SEC) and is regarded as an independent
board member under the Danish Corporate Governance Recommendations.
The special competences possessed by Mr Jacobsen that are important for the
performance of his duties are his extensive board experience and his knowledge
of the healthcare sector, particularly as relates to medical technology and
devices, as well as financial expertise.
Mr Jacobsen is a Danish national, born on 31 August 1957.
Kurt Anker Nielsen is former CFO and deputy CEO of Novo Nordisk A/S and
former CEO of Novo A/S. He serves as chairman of the Board of Reliance A/S,
Denmark, as vice chairman of the Board of Novozymes A/S and Dako A/S, Denmark,
as a member of the Board of Directors of the Novo Nordisk Foundation, and as a
member of the boards of LifeCycle Pharma A/S, Denmark, ZymoGenetics, Inc, US,
Norsk Hydro ASA, Norway, and Vestas Wind Systems A/S, Denmark. In the four
last-mentioned companies and in Dako A/S he is also the 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 elected to the
Board of Novo Nordisk A/S in 2000 and has been re-elected several times, most
recently in 2006. His term as a board member expires in March 2007.
Mr Nielsen is chairman of the Audit Committee at Novo Nordisk A/S and is also
designated as Audit Committee financial expert.
Mr Nielsen qualifies as independent Audit Committee member as defined by the
US Securities and Exchange Commission (SEC). He is not regarded as an
independent board member under the Danish Corporate Governance Recommendations
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 Danish national, born on 8 August 1945.
Jorgen 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. Since 2004, he has been 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 and an MBA from the University of
Wisconsin, US, from 1974.
Mr Wedel was elected to the Board of Novo Nordisk A/S in 2000 and has been
re-elected several times, most recently in 2006. His term as a board member
expires in March 2007. Mr Wedel is a member of the Audit Committee at Novo
Nordisk A/S.
Mr Wedel qualifies as independent Audit Committee member as defined by the US
Securities and Exchange Commission (SEC) and is regarded as an independent board
member under the Danish Corporate Governance Recommendations.
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 a particular insight into the US
market.
Mr Wedel is a Danish national, born on 10 August 1948.
*******
In the Danish Corporate Governance Recommendations it is recommended that at
least half of the board members elected by the Annual General Meeting are
independent of the Company.
Kurt Anker Nielsen and Henrik Gurtler were Chief Financial Officer and
Corporate Executive Vice President with special responsibility for Corporate
Staff of Novo Nordisk A/S, respectively, prior to the demerger into Novo Nordisk
A/S and Novozymes A/S in 2000. Further, Mr Nielsen, Mr Gurtler and Mr Ando are
holding 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 Governance Recommendations as four out of seven of the board members
elected by the Annual General Meeting are independent of the Company according
to the criteria of the Recommendations. In addition, the members of the Audit
Committee will qualify as independent as required and defined by the US
Securities and Exchange Commission (SEC).
The Board of Directors considers that the size of the Board is appropriate in
relation to the requirements of the Company.
Re agenda item 6:
Reduction of the Company's B share capital from DKK 566,432,800 to DKK
539,472,800 by cancellation of part of the Company's portfolio of own B shares
at a nominal value of DKK 26,960,000 divided into 13,480,000 B shares of DKK 2
each. The Company's share capital will then amount to DKK 646,960,000 divided
into A share capital of DKK 107,487,200 and B share capital of DKK 539,472,800.
Pursuant to the Danish Public Companies Act, Section 44 (2), cf Section 44 a
(1), it is stated that the purpose of the reduction of the Company's share
capital is to distribute funds to the shareholders; thus 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 26,960,000 and the Company's portfolio of treasury shares is
reduced by 13,480,000 B shares of DKK 2 each. Pursuant to the Danish Public
Companies Act, Section 44 a (3), it is stated that these own B shares were
acquired at a total sum of DKK 4,174,216,800, which implies that in addition to
the nominal amount of reduction, DKK 4,147,256,800 has been distributed to the
shareholders.
The Board of Directors' proposal to reduce the B share capital of the Company
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:
"The share capital of the Company amounts to DKK 646,960,000 divided into A
share capital of DKK 107,487,200 and B share capital of DKK 539,472,800."
Re agenda item 7:
The Board of Directors proposes that the Annual General Meeting authorises
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%, cf Section 48
of the Danish Public Companies Act. Such authorisation is customary in Danish
listed companies.
********
The current share capital of Novo Nordisk amounts to DKK 673,920,000 divided
into A share capital of DKK 107,487,200 and B share capital of DKK 566,432,800.
The A shares have 10 votes per DKK 1 of the A share capital, whereas the B
shares have one vote per DKK 1 of the B share capital.
To adopt the proposals for amendment of the Articles of Association under
agenda item 6 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.
********
The Board of Directors invites all shareholders to attend the Annual General
Meeting. Please note that the Annual General Meeting is held in Copenhagen
Congress Center, Bella Center. Admission and voting cards for the Annual General
Meeting may be obtained by returning the enclosed requisition, duly completed
and signed, to Vaerdipapircentralen A/S in Denmark ("VP") in the enclosed
envelope so that VP may receive the requisition no later than Friday 2 March
2007 at 4 pm, or you may phone VP, no later than Friday 2 March 2007 at 4 pm on
tel +45 4358 8866. Admission cards can also be ordered on VP's homepage:
www.vp.dk/gf no later than Friday 2 March 2007 at 4 pm.
Also at this year's Annual General Meeting, simultaneous interpretation from
Danish into English will be available to a limited number of attending
shareholders. If you wish to utilise this offer, you are kindly invited to make
reservations in advance on tel +45 4442 1066 no later than Friday 2 March 2007
at 4 pm.
Again this year, the Company will webcast the Annual General Meeting live in
a Danish and an English version. Please see the Company's website
novonordisk.com.
Prior to the Annual General Meeting the admission card will be sent to you at
the address entered in the Company's register of shareholders. The admission
card will show the number of votes to which the shareholder is entitled
according to the register of shareholders, pursuant to Article 9 of the Articles
of Association. If the shareholder has not stated an address to which the
admission card shall be sent, the admission card must be collected at the
Company's office not later than the day before the Annual General Meeting.
The agenda with an elaboration and statement explaining the proposals and the
audited Annual Report are available for inspection by the shareholders at the
Company's office, Novo Alle, DK-2880 Bagsvaerd, on weekdays between 10 am and 2
pm from Wednesday 21 February 2007 to Wednesday 7 March 2007. The documents are
also available for inspection at the Company's website novonordisk.com under
'About us' a 'Corporate governance' or you can order a copy by contacting Novo
Nordisk A/S on tel +45 4442 1066.
If you are unable to attend the Annual General Meeting, the Board of
Directors would appreciate receiving a proxy to exercise the voting rights to
which you are entitled through your share ownership. If you consent to this
procedure, you are kindly asked to return the attached proxy form, signed and
dated, so that it is in VP's possession no later than Friday 2 March 2007 at 4
pm.
According to Danish law, the proxy for the Annual General Meeting is only
valid if it is in writing and is signed and dated after 7 March 2006 (ie one
year before the Annual General Meeting in 2007 at the earliest).
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
Vaerdipapircentralen A/S.
Besides public transportation with HT buses, you can take the Metro,
direction Vestamager, to Bella Center Station. Please note that the entrance to
the Annual General Meeting is at Bella Center's main entrance, which is on the
opposite side from the Metro Station. For payment you can park outside Bella
Center. P5, P1 and P2 are the closest areas.
Yours sincerely
Novo Nordisk A/S
The Board of Directors
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 23 2007 NOVO NORDISK A/S
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Lars Rebien Sorensen,
President and Chief Executive Officer