EUR 500.00 For Business Accounts Only

Novo Nordisk, March 21 2019

In general, Novo Nordisk is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5.3 (b), it is proposed to newly appoint Ms. Laurence Debroux as Member of the board of directors. Although Ms. Debroux would be considered independent in accordance with provision 3.2.1 of the Danish Recommendations on Corporate Governance, ECGS has concerns over her aggregate time commitments. Ms. Debroux is currently already serving as CFO of Heineken N.V. (listed) and non-executive director of Exor N.V. (listed). Taking into account her proposed appointment at Novo Nordisk A/S (listed), the number of mandates held would exceed ECGS' guidelines. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 5.3 (c), it is proposed to re-appoint Mr. Andreas Fibig as Member of the board of directors. Although he is considered independent, ECGS notes that Mr. Fibig missed more than 25% of the board meetings in 2018, without adequate justification.  Therefore, ECGS normally would have recommended opposition. However, considering  that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 6, the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company's statutory auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 7.4, the board of directors seeks approval of the Company's remuneration policy. Although ECGS has no major concerns over the proposed amendments, it is missing an actual LT component (with a performance measurement period of at least 3 years) under the Company's compensation package. Accordingly, ECGS recommends to vote OPPOSE.

ITEM 8.1 is a proposal made by a shareholder. ECGS does not support the proposal and accordingly recommends to vote OPPOSE. Finally, ECGS notes that Novo Nordisk is currently involved in various US lawsuits among others relating to (i) alleged artificially inflated benchmark prices of insulin products; (ii) product liability matters in connection with the use of incretin-based medications; and (iii) several former executives who are accused of allegedly inflating the Company's financial results, failed to disclose pricing pressure and rising rebate payments to pharmacy benefit managers during the period 2015-17.