Novo Nordisk A/S (CPH:NOVO.B)
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Apr 29, 2026, 11:43 AM CET
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EGM 2025

Nov 14, 2025

Helge Lund
Chair of the Board of Directors, Novo Nordisk

Good afternoon. On behalf of the board, welcome to Novo Nordisk Extraordinary General Meeting 2025. I am Helge Lund and I'm the Chair of the Board of Directors. Today's meeting is held in English and is a fully virtual meeting. Simultaneous translation to Danish is provided too. You may choose between Danish and English audio in the broadcast system. The Board of Directors has appointed attorney Anders Orjan Jensen to act as Chair of this general meeting. Anders is joined by his colleague Louise Korpela. Louise will attend to questions and comments submitted by shareholders through the virtual meeting platform. I now hand over to Anders Orjan Jensen for a presentation of the agenda and proposals for the day's meeting.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you. Helge and I will start with a few formalities. First of all, I have reviewed the convening notice and related material and concluded that they satisfy all requirements pursuant to the Articles and the Danish Companies Act. Secondly, the meeting today, as Helge mentioned, is conducted as a fully virtual general meeting. Normally, Novo Nordisk general meetings are held as a physical meeting combined with a virtual meeting. The Articles also do allow for a fully virtual meeting. On that basis, I can conclude that the meeting here today is lawfully convened. Turning to the agenda, we have the proposals that you can see on the slide here. It is all about election to the board. We have new board members and the proposal is divided into three.

First of all is selection of a chair, then the selection of a vice chair and then election of other board members. The proposal has been submitted by Novo Nordisk Foundation and Novo Holdings. Together in the studio today we have Lars Rebien Sørensen, chair of the Novo Nordisk Foundation, and he will present the proposal and provide motivations later on. It would also be possible during the meeting to ask questions to Lars. As announced yesterday by Novo Nordisk, the proposal has been amended in that Mikael Dolsten has decided to withdraw his candidacy. Lars will comment on this in his address, then over quorum requirements or any other formalities relating to this meeting. That means that the meeting here today can pass final resolutions regarding these proposed elections.

Before starting with the agenda, I'll just give some information about attendance on the meeting today and other formal practical information. A total of 688 shareholders have registered to participate today and 232 guests. At this moment, just before the meeting, 250 was online and participating. In addition to those participating now live, we have also received a large number of votes from shareholders, including a number of large shareholders. They have exercised their right to provide proxy votes and voting instructions throughout postal votes. If you look at the total number of shares, a total of 99.98% of the total votes represented at the meeting are submitted through these voting instructions. Based on these votes, we can already now determine that the proposals enjoy the sufficient support and therefore that the candidates can be elected.

In fact, the proposals or the candidates enjoy more than 93% or more of the votes cast. That of course should not preclude that we have a good debate here today through the application with questions and answers. That is what I will now instruct you how to do for shareholders. You will have to interact with this meeting via the virtual meeting application. There is, on the screen you will find in the right upper corner, right corner you can see a Q & A form. If you wish to ask questions or provide comments, you simply click the icon and then submit the message in the message box and press send. Then it will be received by us and we will read aloud and it will be answered by Helge or Lars. It is also through this app that a vote will be conducted.

As I mentioned before, we already know the outcome of a vote, so I do not actually expect that we will have to do a formal vote. If a vote will be cast, I will just now quickly go through how that works again. You use the app, you click the vote button and then you elect, choosing either as abstain or for the candidates that will show on the screen. After that, all the votes will be calculated and I will then announce the results for all shareholders using the meeting application. Should you experience any technical problems, you are welcome to call Computershare using the following number +45 45460997 and you can also of course try to reconnect before you call this number. Some of you might be participating via webcast using the link on the Novo Nordisk website.

Those participants are not able to vote or provide any questions. Based on those formalities, I think we can get started on the agenda and I will now turn the word on to Helge Lund to provide an introduction.

Helge Lund
Chair of the Board of Directors, Novo Nordisk

Thank you so much, Anders. As announced on 21st October 2025, the decision to convene this extraordinary general meeting followed the board's conclusion that it was not possible to reach a common understanding with the Novo Nordisk Foundation regarding governance principles and the future composition of the board of Novo Nordisk. Earlier in the year, during the CEO succession process, the outgoing board members had already considered its position as it became evident that these outgoing board members and the Foundation held differing views on how the governance model should operate at that time. The outgoing board members ultimately concluded that it was in the company's best interest to remain in place to ensure an orderly and transparent process for the appointment of a new CEO to maintain stability during the leadership transition and support the ongoing implementation of initiatives in response to market challenges.

When it later became clear that the shared understanding regarding governance principles and the future composition of the Board could also not be reached, it was natural for both parties to consider whether common ground could still be found. Following further dialogue and careful deliberation, the Board determined that given the Foundation's position and its control of the majority of votes, convening an extraordinary general meeting to elect new board members and create clarity around future governance would be in the best interest of both the company and its shareholders. Our collaboration with the Foundation had been characterized by transparency, dialogue and consistency, guided by the ownership principles set by the Foundation itself and an appropriate level of independence. These principles have been supported by direct Foundation representation on the Board, regular meetings between the Foundation and the Chairmanship, and close cooperation on board succession planning.

Our decision to step down today is not about the Foundation's legitimate right to exercise its active ownership, nor a matter of disagreement on strategic direction or the need for a leadership transition. It is about our differing views on how active ownership is exercised and how governance principles are applied in practice so they best support the Board in carrying out its responsibilities based on transparent and collaborative decision making and appropriate checks and balances, all to support the long term interest of the company and all its shareholders. The outgoing board members believe that the way these principles were previously applied should be maintained. This would have been entirely consistent with both the implementation of the necessary changes and with past practice. In our view, it would also have reduced unnecessary negative public attention during a year already marked by complex market challenges.

Having said that, it has been a privilege to serve on the board of Novo Nordisk, both for those of us who have served for a decade or more and those who have joined more recently. We have served during a period of breakthrough innovation, strengthened global leadership and unprecedented growth that has seen the Novo Nordisk market value more than double since 2020. Net sales have increased by 129% to DKK 290 billion in 2024. Operating profit is up by 137%, DKK 228 billion, and R&D investments for the future strength of the company have increased by 211% to DKK 48 billion in 2024, all while still maintaining a very strong balance sheet that provides strategic flexibility. This exceptional financial performance has taken place amid significant shifts in the global obesity and diabetes markets.

The global obesity market is still in its early stages of development and has evolved in ways that are inherently difficult to predict. This includes payer controls to manage growth, shifts in usage patterns, the rapid rise of consumer-driven cash channels, and U.S. compounders importing active pharmaceutical ingredients that are not subject to the same regulatory and quality controls as branded products. The company and its leadership have continuously monitored the development and taken decisive actions to adapt. Over the past year, key leadership roles within the global commercial organizations have been realigned to strengthen focus on execution. Significant investments have been made in telehealth and cash channels across major markets, enabling new ways of reaching patients and expanding access. In the U.S., extensive legal and market actions have been taken to prevent unlawful compounding.

The outgoing transformation plan announced in September represents another prudent step to secure Novo Nordisk long term competitiveness. Despite these continued efforts to adapt the evolving market dynamics, price pressure and intense competition have challenged Novo Nordisk and continue to put downward pressure on near term growth rates as witnessed by the Q3 report last week. We do however remain highly confident in Novo Nordisk's ability to reinforce its global leadership in diabetes and obesity and drive long term growth. The company is anchored by its inspiring purpose, strong values and clear strategic direction and highly skilled people. Building on this, Novo Nordisk continues to advance its innovation pipeline targeting next generation treatments in obesity, diabetes and other serious chronic diseases and this powerful platform will ensure the company's continued competitiveness and long term value creation.

Finally, to my fellow board members, it has been inspiring and an honor to serve alongside colleagues whose professionalism, integrity and unique perspectives have enriched discussions and shaped decisions. Also, I would like also to thank all Novo Nordisk shareholders for the trust and confidence placed in the board and to the Novo Nordisk Foundation for their cooperation over the years. While the recent months have been marked by differences of opinion, we hand over to the new board with sincere wishes for continued success for Novo Nordisk, its employees and the millions of patients it serves. Thank you and Anders, back to you.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Helge. Just to repeat, the items on the agenda today are election of a new Chair, election of a new Vice Chair, and election of two other board members. The current sitting Chair and elected board members will resign except for Kasim Kutay, who will remain on the board. As mentioned earlier, Lars will present the proposal as a point of order. I note that as part of the notice for the general meeting, you can find additional details about the candidates and also information about the offices they hold in other companies. Lars, it is yours.

Lars Rebien Sørensen
Chair, Novo Nordisk

Thank you very much, Anders. On behalf of the Novo Nordisk Foundation, as a majority shareholder of Novo Nordisk, I'd like to first explain the background for this Extraordinary General Meeting and why we at the Novo Nordisk Foundation believe that the election of the proposed new board members will support Novo Nordisk in its ambition to improve performance to bring innovative medicines to many more people in the future. I think it is very clear to everyone that Novo Nordisk today operates in a different marketplace than we saw just one year or two years ago with increasing competition and a slowdown in growth. Consequently, Novo Nordisk has, under its new leadership, the recently appointed CEO Mike Doustar, embarked on a company-wide transformation to simplify its organization to improve the speed of decision making and reallocate resources towards the company's growth opportunities in diabetes and obesity.

Again, speaking on behalf of the Novo Nordisk Foundation, I can firmly say that we fully support this transformation. I will also say that we recognize that the new leadership of the company operates with an increased and much needed sense of urgency and determination when market changes. As we have seen the calls for change in focus but also in leadership. That was the reason why in May this year the board of the Novo Nordisk Foundation expressed a wish to the board of Novo Nordisk to increase our representation in the company's board with me as an observer and suggested that there was a need for an accelerated CEO succession in Novo Nordisk as an enterprise foundation with a long term ownership perspective and a history of maintaining arm's length governance between the foundation and the company. This is an unusual step.

As majority shareholder we felt a strong responsibility to ensure that Novo Nordisk acted with greater urgency on the changes and challenges in the market. In July, the board of Novo Nordisk decided to appoint Mike Doustar as the company's new CEO. Again, a decision that the Novo Nordisk Foundation fully supports. We are also fully in support of the transformation plans. The announcements made by Novo Nordisk under the new leadership in the past months. With our intervention in May, we believe that we have accelerated the changes that were necessary and now are obvious to everyone. They were not obvious at that time. Let me address what Helge Lund, as Chair, said a moment ago. Novo Nordisk has been through some years of remarkable achievements and we are appreciative of Helge Lund's and the board's commitment and work in a period with extraordinary growth.

However, and as Helge Lund mentioned before in his introduction, as a majority shareholder of Novo Nordisk, we did not see the same perspective on the future board composition as he and the present board had. We wanted a bigger change because we believe that it's in the best interest of the company. In the long perspective, we could not come to an agreement, which is why we have this extraordinary general meeting happening today. We would have preferred to make the board changes at a more orderly pace in connection with the general shareholders meeting in 2026. The present board did not agree to that timing. This brings me to the important part of the agenda today. We in the Novo Nordisk Foundation and Novo Holdings have nominated the following four people to join the board of Novo Nordisk. Myself as Chair of the Board.

I will enter the board with an intention of holding this position for a period of two to three years maximum. My mandate is very clear. I have two important tasks together with the board. First, to support the CEO and the management in its transformation plans to regain its competitive leadership and second, preparing the way for my successor. Let me also stress that as a future Chair, I will attend to all the interests of all shareholders and not only Novo Nordisk Foundation. I look forward to engage and having dialogue with minority shareholders to understand their perspective and views on the company. As to my background, I have, as most of you probably already know, worked most of my life for Novo Nordisk and in the pharma industry. Second, Cees de Jong is nominated as Vice Chair of the board.

Cees comes from a long track record from the biotech industry, most recently as President and CEO of Christian Hansen and currently is as Chair of Novo Nordisk. I know him to be a strong business leader and his experience will be of great value for Novon esis. Thirdly, Britt Meelby Jensen is nominated as board member. Britt is the CEO of a Danish medtech company, Ambu. Britt has previously served as CEO of both Zealand Pharmaceutical and Dako and before that she served as Corporate Vice President, Global Marketing here at Novo Nordisk. With this background, she brings extensive pharma and medtech knowledge to the board. Fourth, Stephan Engels is nominated as board member. Stephan has had executive roles at Daimler and Commerzbank and most recently he served as Group CFO of Danske Bank.

He's a strong financial leader and will make an excellent Chair of the Board's Audit Committee. With all the stringent requirements from various regulations around the world. I personally believe that these candidates possess great competences and qualifications that will serve Novo Nordisk well. As you have been already informed, Mikael Dolsten unfortunately had to withdraw his commitment to join the Board of Novo Nordisk with a very, very short notice due to a situation relating to his former employer. No, Novo Nordisk Foundation will not propose another candidate. Instead, there will be a job for the incoming Board to assume this responsibility. Among the four candidates nominated for election today, the Novo Nordisk Foundation and Novo Holdings consider Cees de Jong and Stephan Engels to be independent. Britt Meelby and I are not considered independent under the Danish Corporate Governance Recommendation.

Moreover, Kasim Kutay, the CEO of Novo Holdings, will, as mentioned by Anders, remain on the board. Kasim has a unique knowledge and long experience of a whole work life devoted to life science. He has been on the board of Novo Nordisk since 2017. Kasim Kutay is not considered independent under the Danish Corporate Governance Recommendation. If elected today, in line with the proposal, there will be more shareholder-elected board members than that of independent members. This is a temporary situation that will be changed with addition of members to be nominated to the board at the annual general shareholder meeting in 2026. One of these members will be Helena Saxon. She brings experience from more than 10 years as CFO for Investor AB and a long track record within the investment industry.

Helena is currently serving on the board of Hennes & Mauritz AB and Stockholm School of Economics. It is the intention in the coming months to identify additional candidates with competences that will further strengthen the board. The best possible way to support the company. The four employee representatives are not affected by today's election and will continue on the board until their ordinary term expires in 2026. Before I end my remarks, I would like to address the concerns voiced about governance related to the appointment of myself and the new board in the Novo Nordisk Foundation. We have always strongly believed in the importance of having independent chairs at the operating companies of the Novo Group as well as a general arm's length principle when it comes to governance. This is a principle we will return to when my successor has been found and elected.

I hope that I've sufficiently explained the reasons why we are deviating from these principles temporarily with Mike Doustar as a new CEO, transformation plans being implemented and a board as proposed with new members. I am convinced that Novo Nordisk will succeed with the organizational transformation, regaining growth momentum and delivering on the commitment to pursue leadership in diabetes and obesity and their associated comorbidities. I would now like to give the word back to Anders.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Lars. Now we will open up for questions regarding these three proposals. We have already received a couple of questions. Louise will be reading the questions aloud and then they will be answered by either Helge or Lars. Louise.

Louise Korpela
Partner, Gorrissen Federspiel

We have received a question from Mikael Bak, CEO of the Danish Shareholders Association. It reads as thank you for the floor. On behalf of the Danish Shareholders Association, I would like to thank the outgoing Chair, Mr. Helge Lund, for his long service with the company and for leading today's meeting. We appreciate the always positive and constructive dialogue we have had over the years. At the same time, we would also like to welcome the new Chair and the newly proposed members of the board as representatives of the private shareholders. We would have preferred that the changes could have waited until the Annual General Meeting in March. We respect that sometimes change is needed sooner before the formal election. I would like to raise three questions to the new Chair. First, forming a new board under these circumstances is never easy.

We appreciate that strong and qualified candidates have been identified. However, we have also said that a full evaluation of the new board should wait until we meet again at the AGM in March 26. Looking ahead, could you share your thoughts on how you see the board evolve over the next 6 to 12 months? Is it fair to say that the board you now present still needs to be strengthened?

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

We have three questions in total from Mikael Bak, decided to separate them. So, Lars, will you answer the first one?

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes, certainly. Thanks for the question. Obviously, and I think I've already alluded to it, the board that we have presented, the new members we have presented today, is not a complete board. First of all, governance wise, there are more dependent members than there are independent. You should expect that in connection with the A nnual General Shareholders Meeting in March of 2026, we will be adding two to three new board members where a greater number of them will be independent, such that we can get a better balance for the future between dependents and independence.

In terms of qualifications, we would like to strengthen the board with some qualifications, preferably with recent pharma experience, perhaps even OTC experience, as we are seeing the business of Novo Nordisk developing into a more cash paying business where it's customer to customer business, as opposed to the regulated traditional pharmaceutical business. I would also say in the 12, 18 months perspective you should see further strengthening of the board. Obviously, I would like to make myself redundant as quickly as possible. Hence you should expect to see candidates coming to the board that has the capabilities and the experience to take over my position as quickly as possible.

Louise Korpela
Partner, Gorrissen Federspiel

Thank you. The second question reads as well. We understand that the dual chairmanship, both in the Novo Nordisk Foundation and in Novo Nordisk A/S, is considered a temporary arrangement which we support. We have heard that it may last three years. Our wish, however, would be to have a permanent setup within 18 months, that is by the AGM in March of 2027. Is there any chance that things can go quicker than three years? We fully understand that extraordinary situations call for extraordinary solutions. How do you expect the new board to ensure that the dual roles do not lead to any conflicts of interest or reputational risk for the company? Has it been considered to step down temporarily from the chairmanship of the Novo Nordisk Foundation while serving as Chair of Novo Nordisk A/S?

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Louise. Last a few questions here as well.

Lars Rebien Sørensen
Chair, Novo Nordisk

Thank you. First of all, let me assure you that the interests of the Novo Nordisk Foundation are actually very much aligned with the interest of all shareholders, long term value creation in a sustainable way. You ask a few questions here. I have already alluded to one of them. We share, apparently, a wish to make myself redundant as quickly as possible. I would love to work with this. I cannot guarantee you that it can be accomplished in 18 months. We have to try to develop some continuity also to be able to support management in its transformation process. I will do my utmost to see if I could live up to the ambition that you have given me. There was another part of the—if you could please repeat.

Louise Korpela
Partner, Gorrissen Federspiel

Yeah. Has it been considered to step down temporarily from the chairmanship?

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes, it has been considered. Actually, I volunteered to step down as Chairman of the Foundation. The Board of the Foundation deemed it was important for a period of time that I retained both positions because of my experience, both as Chairman of the Foundation and also my experience and connection to the operating company. It has been considered and for now the decision has been taken by the Board of the Foundation that I should occupy both positions. However, I can say that I have stepped down as Chairman of the holding company to avoid sitting on three levels in our organization. We have given the charter and the mandate for the holding board to oversee my performance as Chairman of the Board at Novo Nordisk. I do have a boss in Novo Holdings.

Louise Korpela
Partner, Gorrissen Federspiel

The third and final question from Mikael Bak, CEO of the Danish Shareholders Association, reads, as at the AGM in March this year, I ended my remarks on a lighter note by saying, shoulders back. Smash it. That was meant as a friendly encouragement to stay ambitious and to meet the competition head on. Especially with Eli Lilly. We have seen that our newly appointed CEO, how this new board expects or seems to have taken up that challenge. Could you as the new Chair, share how this new board expects to work with our CEO and his executive team? Can we expect any changes and can you name the key priorities or indicators that this board will set which we as shareholders should follow to track the company's progress in the years ahead?

We look forward to continuing this constructive dialogue and to meeting again at the ordinary general meeting in the spring. Hopefully, as tradition calls, for face to face in the Bella Center.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Last, that was the final set of questions from Mikael.

Lars Rebien Sørensen
Chair, Novo Nordisk

Thank you. Thanks for the question again. We have gotten a warrior as a CEO for the company. I think that is what he has called himself in interviews. Certainly we have not been lacking of activity in the company and the proposals and initiatives which has been presented to the board. It has started extraordinarily well seen from our perspective. Our role as the incoming board will be similar to that of any other board, to be as close to and be available to guide and to support management in the activities that management deems are necessary to implement to make the company a long term success. We intend to be that. We are putting the sign off 24/7. We are there to support management whenever they need it.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you. We have another question from Lars Christian Kauko Jepsen.

Louise Korpela
Partner, Gorrissen Federspiel

The question reads as follows. Given the good governance principles and the proposed period for the new Chairman's tenure in Novo Nordisk as I would like to know if he soonest will initiate a process to identify a new Chair for the Foundation so rights checks and balances can be restored as quickly as possible.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Another one for you?

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes. As I stated before, splitting the roles between Chair of the company and the foundation has been considered and rejected by the board of the foundation. I will retain both positions and I can say that I've already started working on identifying my successor. It is going to take a little while, but you will hear more about it in the future. General shareholder meeting.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Lars. I will just invite the shareholders to submit any questions they might have. We have one more here.

Louise Korpela
Partner, Gorrissen Federspiel

Yeah. The next question is from shareholder Jens Lehrmann Rasmussen and it reads as considering the recent performance of Novo Nordisk A/S as with massive profits, was it really necessary to reduce your staff so substantially? Do the cutbacks also affect ongoing research projects?

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Lars, that's for you as well.

Lars Rebien Sørensen
Chair, Novo Nordisk

We believed that management's proposal to cut back staff was necessary to release resources that can be invested in other parts of the business, meaning new skills which is going to be required to be successful in an ever changing marketplace, but also in new research projects and new competencies within the company. I find it very regrettable to have to impact 9,000 individuals losing their job in the company. The company had simply, in our assessment, grown too large for the resources and for the means of the company going forward. It was a necessary, very regrettable situation to be in, and we would prefer not to return to situations like this.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you. We have a question from Pierre O'Dean. Tim. Tim?

Louise Korpela
Partner, Gorrissen Federspiel

Yeah. The question reads as follows. We have seen some strong fluctuations in the stock recently, obviously because of the unstable situation in Novo Nordisk. Can we expect a feeling of stability soon as shareholders?

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Lars. This will be for you as well,

Lars Rebien Sørensen
Chair, Novo Nordisk

I wish.

Thanks for the question. We are all shareholders and we would all like to see more stability. The world is very, very volatile in a large way, driven by political actions taking place in America, interregional strife, trade barriers, even conflict in Europe, volatile raw material markets. I think, unfortunately, some of the most stable investments are investments in pharmaceuticals, in that the need for health care products is only going to increase going forward as the world is becoming older and more and more people get chronic illnesses such as diabetes or, driven by obesity, other illnesses that can be treated and prevented with the drugs that we are selling. Hopefully, long term, a more stable outlook for the company. Right now the world is a very, very volatile place.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you. We have one more question on the list. Of course, if there are more questions from the participating shareholders, please do send them in. Otherwise we might conclude the debate after this. Louise,

Louise Korpela
Partner, Gorrissen Federspiel

The next question is from Runenjugo Beck Pillarsen. What is the reasons and background for the board candidate Mikael Dolsten to withdraw so suddenly?

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes, I mentioned in my introduction it is very unfortunate. We had very much looked forward to work together with Mikael Dolsten that was vetted and recruited by the outgoing board in a very thorough process. Unfortunately, issues have emerged very recently in relationship to his former employer, which I cannot comment on, which prevents him from seeking election at this meeting. We hope that he might return at a later point in time. He's welcome anytime in the Novo family.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

We have a question from Hans Johan Konit.

Louise Korpela
Partner, Gorrissen Federspiel

Yeah, the question reads as, it seems that the whole board come from the pharma industry. Have you thought of finding board members that come from other industries to get new ideas?

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Lars?

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes, I think I alluded to it a little bit. I think that the pharma business, in particular the part of the pharma business that Novo Nordisk is in, is transitioning to be more and more like a consumer oriented business. Or at least part of our customers will consider themselves as consumers. Therefore, one should expect that we will try to look for board competences from people that have experience with consumer businesses. I would prefer OTC businesses, which are drugs that have gone off prescription and are sold over the counter at pharmacies. We might see a future where our GLP-1 product is going in this direction. Likewise, we would like to see tech experience on the board.

The tech industry, AI, artificial intelligence computing is becoming an intricate part both of operating pharmaceutical business, but also in terms of connecting to our customers, the consumers, via the Internet and platforms that are created on the Internet to distribute, for instance, drugs. Also those competencies we'll be looking for. As you can see, there's a lot of work to do and we will keep you posted in connection with the coming shareholders meetings.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you. We have received a couple more questions, and I just wish to remind all the participants to keep the questions to regard to the election here. Louise from Hendrik Theine.

Louise Korpela
Partner, Gorrissen Federspiel

Yeah, the question reads as thank you to the leaving board for the great work in a really turbulent pharma world. In regards to the remaining employees after the layoff, can you, as the new Chairman, elaborate on how to keep motivation among the employees?

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes, it's of course I have experienced in my own professional executive career that we have had to make cutbacks. It is always a very, very difficult period of time for any employees in the company. They need to find motivation after a long period of insecurity. The best way forward is to try to build a realistic, ambitious vision for the company where employees feel that they are contributing to something important and that they have a chance to win. This is what we intend to do together with management. Build a realistic plan where we can come back and feel that all employees are winners.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Lars. We have three more questions now and I think we'll try to round it up after that. Louise,

Louise Korpela
Partner, Gorrissen Federspiel

The next question is from Siddhartha Rajeshuri. Are you in the process of defining a new AI strategy for Novo Nordisk? Isn't it so that it is necessary to catch up with the other players in the market?

Lars Rebien Sørensen
Chair, Novo Nordisk

Thank you for the question. I have to say that AI is not in my birth certificate, would probably indicate this, an inborn strength of mine. However, we have noticed that AI in particular is being used already quite extensively in the area of research, facilitating the identification of new drug candidates that fit to the receptors that we would like to influence. It can also be used to identify patients that are more susceptible to the types of medicines that we are producing, so as to get closer to precision medicine where patients are only getting the type of medicine which are beneficial to them. I could also foresee that artificial intelligence can be used in identifying customers. Consumers that identify themselves as potential consumers of our products can be identified with artificial intelligence. I can see many, many, many different fields.

I think Novo Nordisk is well started on this, but we need to accelerate this as well.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Okay, thank you. We have a question from Bjorn Hansen and again I think we need to focus on the candidates here for any further questions. Otherwise I'll round this up after the next three questions. I have registered reason.

Louise Korpela
Partner, Gorrissen Federspiel

Yeah. The question from Bjorn Hansen has been received in Danish.

Lars Rebien Sørensen
Chair, Novo Nordisk

Behind personnel. I'm threatening some formon.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you. Louise from Denk Holding ApS.

Louise Korpela
Partner, Gorrissen Federspiel

The next question reads as how is the new board going to tackle the fact that the many major shareholders have announced that they are choosing not to vote today due to the conflicts of interest that has arisen now that there is no longer an arm's length principle between the Novo Nordisk Foundation and Novo Nordisk A/S as this is a critical indication that the market feels unsecure and this can have damaging impact in many ways.

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes, thank you for the question. I take a little bit of heart by the introduction of Anders at the start of this meeting which indicated that 93% of the votes in favor and support of the proposed new board members. Not everything is out of whack. Having said that, of course we have seen and we have taken notice of the fact that certain owners, also influential owners, have indicated that because of our trespassing of the governance rules that that is an important area for shareholders that no one always gets fast as possible get back to a more normal situation. I have indicated this in my introduction that the ambition is that within three years I will be out of this job and the board will be independent, having an independent chair and hopefully a lot of good independent board members.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you. Lars and Louise. We have a question from Boet which I think falls a little bit outside of the agenda here, but I think we should read it anyway and Lars can comment just briefly.

Louise Korpela
Partner, Gorrissen Federspiel

The question is as new Chair, do you support a share buyback program in 2026?

Lars Rebien Sørensen
Chair, Novo Nordisk

Thank you for the question. It is of course always an issue on how does the board allocate the profit of the company between operating activities, between profit to be redistributed as dividend and share buybacks. The company has had a policy of approximately splitting the profit half and half into share buybacks and dividends. I'd like to get my feet under the table and have a good look at the future cash flows and earnings of the company before we make any decisions on whether we should reunite share buyback programs for next year.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Lars. Louise from

Louise Korpela
Partner, Gorrissen Federspiel

Sti Tuft Mesn.

Has asked, how will you prevent fired staff from selling their skills, for example, to compounders?

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Lars,

Lars Rebien Sørensen
Chair, Novo Nordisk

Of course we are realizing that when you say goodbye to valued employees and most of the employees working at Novo Nordisk are valued employees, there is a risk that they go to competition. It's a free labor market. We cannot prevent our employees to take employment elsewhere. The best thing we can do is grow the company so that we don't have to let go of any valued employees. This is just an unfortunate effect of some of the cutbacks that they will be offering highly qualified people to competition, unfortunately.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Lars. Then we have a last question from Henrik Vigo Andersen.

Louise Korpela
Partner, Gorrissen Federspiel

The question has been received in Danish.

Lars Rebien Sørensen
Chair, Novo Nordisk

Yes, dealing.

Anders Ørjan Jensen
Meeting Chair, Gorrissen Federspiel

Thank you, Lars. That concludes the debate regarding the proposals on the agenda. As mentioned earlier, the votes that we have received through proxy and postal votes. Based on those, it can clearly be determined that the proposals suggested have sufficient support for the candidates to be elected. My conclusion is therefore that no formal vote will be needed and we can therefore conclude that the candidates are elected as proposed. I can congratulate Cees de Jong, Britt Meelby Jensen, and Stephan Engels on their election to the board. They will join Kasim Kutay and also of course the employee-represented members on the board. The detailed accounts of the proxy and postal votes will be submitted and posted on the company's webpage together with the minutes of this meeting within the statutory period of two weeks.

This concludes the agenda for today and I will pass the word on to Helge to finalize the meeting.

Helge Lund
Chair of the Board of Directors, Novo Nordisk

Thank you. First I would like to thank you, Anders Orjan and Louise for chairing the extraordinary general meeting. You have, as always, guided us in a professional manner. While this was the first fully virtual general meeting of Novo Nordisk, this was also my last. On behalf of all the board, I want to thank all shareholders for the trust you have had in the board over the past eight years. I also want to thank the current and former members of the executive management team, as well as the board, for an excellent collaboration. Finally, I would like to thank all the employees of Novo Nordisk for their commitment and invaluable contribution during my tenure as Chair of Novo Nordisk. Lastly, thank you to all the shareholders attending this general meeting. With that, I hereby declare the general meeting closed. Thank you.

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