EUR 1000.00 For Business Accounts Only

Novo Nordisk - 25 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEM 4 approval of the Company's first remuneration report is sought. We note that the performance period of the LTI in the year under review was 1 year. We do NOT consider a performance period of only 1 year to be sufficiently long enough.

Consequently, we are missing an actual LT component (with a performance period of at least 3 years) in the Company’s executive compensation for the year under review. In addition, historic pay-out levels, when viewed against company performance, suggests that stretching STI targets have generally not been set. Accordingly, we recommend to vote OPPOSE.

Under ITEMS 6.1-6.3 the (re-)election of the board of directors is proposed. In view of concerns over aggregate time commitments we would normally have recommended opposition to the (re-)election of Mmes. Laurence Debroux (ITEM 6.3a) and Sylvie Grégoire (ITEM 6.3c). However, considering that the proxy card does not permit this, we recommend abstention instead.

Finally, under ITEM 8.5 approval of the Company's (executive) remuneration policy is sought. We welcome the 5 (proposed) ‘clarification’ related changes, and therefore consider the new policy an improvement in comparison with the previous one. With regard to the indemnification, we acknowledge that it is becoming increasingly difficult for companies to take out D&O liability insurances with a sufficient coverage at a reasonable premium in the Nordic countries. More and more Danish companies are incorporating an indemnification scheme in its (executive) remuneration policy and/or under its articles of association. We furthermore consider the Company’s remuneration policy to be (basically) in line with our guidelines. The maximum variable salary, corresponding to 317% of annual base salary (100% ST and 217% LT) is in accordance with our guidelines under special circumstances, which we deem applicable here, given the size and complexity of Novo Nordisk. Total variable remuneration is predominantly LT oriented (see above), and ESG targets are included under the Company’s executive compensation package. Accordingly, we recommend to vote FOR.