UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 6-K
------------
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
March 30, 2010
------------
NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
NOVO ALLE
DK-2880, BAGSVAERD
DENMARK
(Address of principal executive offices)
------------
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-_____________________
TRANSLATION OF:
ARTICLES OF ASSOCIATION OF NOVO NORDISK A/S
1. NAME
1.1 The Company's name is Novo Nordisk A/S.
1.2 The Company also carries on business under the secondary names:
- Novo Industri A/S
- Novo Terapeutisk Laboratorium A/S
- Nordisk Gentofte A/S
- Nordisk Insulinlaboratorium A/S
2. REGISTERED OFFICE
2.1 The Company's registered office is situated in the municipality of
Gladsaxe.
3. OBJECTS
3.1 The Company's objects are to carry out research and development and to
manufacture and commercialise pharmaceutical, medical and technical
products and services as well as any other activity related thereto as
determined by the Board of Directors. The Company strives to conduct its
activities in a financially, environmentally, and socially responsible way.
4. SHARE CAPITAL
4.1 The Company's share capital amounts to DKK 620,000,000 divided into A share
capital of DKK 107,487,200 and B share capital of DKK 512,512,800.
4.2 The share capital is divided into shares of DKK 0.01 or multiples thereof.
4.3 The share capital has been fully paid up.
5. SHARES AND REGISTER OF OWNERS
5.1 The A shares shall be issued in the names of the holders and shall be
entered in the holders' names in the Company's Register of Owners. Share
certificates may be issued for the A shares. The B shares shall be issued
through a central securities depository as well as to bearer, and they may
be registered in the names of the holders in the Company's Register of
Owners upon request. Entry of a B share under the holder's name in the
Company's Register of Owners shall be subject to the condition that the
Company has been notified of such entry by the central securities
depository. The Company shall not be liable for the correctness of
notifications received from the central securities depository.
5.2 The A shares shall be non-negotiable instruments. The B shares shall be
negotiable instruments.
5.3 In addition, the Articles of Association contain special rules as to the
pre-emptive subscription rights of holders of A shares and B shares in
connection with an increase of the share capital (Articles 6.1 and 6.2), as
to the transferability of A shares (Articles 5.4-5.7), as to the voting
rights carried by A shares and B shares (Articles 9.3 and 9.4), as to the
dividend rights of A shares and B shares (Article 18) and as to the
preferential rights of B shares to be covered in case of winding up
(Article 19.2). In other respects, no shares shall carry special rights.
5.4 Where a shareholder wants to sell one or more A shares, such shares shall
be offered to the Board of Directors on behalf of the other holders of A
shares at a price not lower than the average of the buying price quoted for
the B shares on NASDAQ OMX Copenhagen during the last three months prior to
the submission of such offer. The offer shall be accompanied by a
certificate issued by a bank proving the stated average price. Where no
price has been quoted for the B shares during the last three months prior
to the submission of such offer, the A shares intended to be sold shall be
offered at a price not lower than the value assessed for the B shares by a
bank selected by the Board of Directors. Such assessment shall be the
average of the prices estimated by such bank for each of the last three
months prior to the submission of such offer. Within 30 days of receipt of
such offer, the Board of Directors shall inform the shareholder whether
other holders of A shares wish to acquire the shareholding in question. The
purchase price shall be paid no later than two months after it has been
fixed.
5.5 If the other holders of A shares do not exercise or do not fully
exercise their preferential right to acquire the A shares offered, then the
shareholder intending to sell shall be entitled - within a period of three
months - to sell any shares that have not been acquired by the other
shareholders to any third party on the same terms and conditions as those
contained in the offer submitted to the Board of Directors according to
Article 5.4 above.
5.6 Articles 5.4 and 5.5 shall not apply to any transfer of shares by
inheritance or to a shareholder's transfer of shares during his lifetime to
his spouse, issue, or to family foundations.
5.7 Articles 5.4 and 5.5 shall moreover apply to compulsory sales in connection
with administration of estates or to proceedings or any other action taken
by creditors.
5.8 No restrictions shall apply to the transferability of B shares.
5.9 No shareholder shall be obliged to have his shares redeemed in whole or in
part.
5.10 Shares which have not been issued through a central securities depository
and coupon sheets pertaining to such shares may be cancelled by the Board
of Directors without any order of the court pursuant to the rules on
cancellation contained in applicable law in force from time to time.
6. INCREASE OF THE SHARE CAPITAL
6.1 In case the share capital is increased by issuance of A shares as well as B
shares, the existing ratio between the two classes of shares must not be
changed. In case of such an increase, holders of A shares shall have a
pre-emptive right to subscribe for new A shares, and holders of B shares
shall have a pre-emptive right to subscribe for new B shares.
6.2 Where the share capital is increased by either A shares or B shares, the
holders of both classes of shares shall have proportionate preemptive
subscription rights for the new A shares or the new B shares respectively.
6.3 Until 12 March 2013, the Board of Directors shall be authorised, without
granting any pre-emptive rights to the shareholders, to increase the share
capital in one or more stages by issuing B shares of up to a total nominal
value of DKK 3,000,000 and to offer those shares to the employees of the
Company or its subsidiaries at a price which is lower than the market price
of the B shares.
6.4 Furthermore, until 12 March 2013, the Board of Directors shall be
authorised to increase the share capital in one or more stages by up to a
total nominal value of DKK 107,000,000. A capital increase may be effected
by cash payment or by contribution of assets other than
cash.
If the capital increase is effected by cash payment and the subscription
price equals the market price, the Board of Directors may decide that the
capital increase shall be effected by the issue of B shares only and
without any pre-emptive subscription rights for the existing shareholders.
If the capital increase is effected by cash payment and the subscription
price is lower than the market price, the capital increase shall be
distributed proportionally between A shares and B shares and with
pre-emptive subscription rights for the existing shareholders.
If the capital increase is effected by contribution of assets other than
cash, then the new shares shall be B shares, which shall be issued without
pre-emptive subscription rights for the existing shareholders.
6.5 The following shall apply to any increase of the share capital pursuant to
Articles 6.3-6.4: (i) A shares shall be registered in the names of the
holders, whereas B shares shall be issued to bearer, although they may be
registered in the names of the holders in the Company's Register of Owners,
(ii) A shares shall be non-negotiable instruments whereas B shares shall be
negotiable instruments, (iii) the provisions of the Articles of Association
relating to A shares and/or B shares, respectively, hereunder regarding the
preferential rights in Articles 5.4-5.7 and the pre-emptive subscription
rights in 6.1-6.2 shall in addition be applicable to shares within the
respective classes of shares.
7. LOCATION, TIME AND CONVENING OF GENERAL MEETINGS
7.1 The Company in General Meeting shall, subject to Danish law and the
limitations set out in the Articles of Association, exercise the ultimate
authority over the Company.
7.2 General Meetings shall be held at a venue in the Capital Region of Denmark.
7.3 The Annual General Meeting shall be held before the end of April in every
year.
7.4 Extraordinary General Meetings shall be held as resolved by the Company in
General Meeting or the Board of Directors, or upon the request of the
auditor(s) or shareholders representing in total at least 1/20 of the share
capital. Such request shall be submitted in writing to the Board of
Directors and be accompanied by specific proposals for the business to be
transacted. The Extraordinary General Meeting shall then be called not
later than two weeks after such request has been made.
7.5 A General Meeting shall be called by the Board of Directors at not
more than five weeks and not later than three weeks prior to the General
Meeting. The notice calling such Meeting shall be advertised in two
national daily newspapers as determined by the Board of Directors. The
notice convening the Meeting shall also be forwarded in writing to all
shareholders entered in the Register of Owners who have so requested and be
advertised in the IT system of the Danish Commerce and Companies Agency. At
the same time the notice convening the Meeting shall be published at the
Company's website: novonordisk.com.
7.6 For a period of three weeks prior to the General Meeting up until and
including the day of the General Meeting, a copy of the notice convening
the Meeting with agenda, the complete proposals, the documents to be
presented at the General Meeting, information about voting and capital
structure at the time of convening the Meeting as well as forms for issue
of proxy and voting by correspondence shall be available at the Company's
website: novonordisk.com.
8. AGENDA, CHAIRMAN AND MINUTES OF GENERAL MEETINGS
8.1 Any shareholder shall be entitled to have a specific subject considered by
the Company in Annual General Meeting. The Company shall receive proposal
to this effect not later than six weeks prior to the General Meeting. If
the Company receives the proposal later than six weeks prior to the General
Meeting, the Board of Directors may decide, however, that the proposal has
been submitted in time for the subject to be included on the agenda anyway.
8.2 The agenda of the Annual General Meeting shall include the following:
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.
3. Approval of the remuneration of the Board of Directors.
4. A resolution to distribute the profit or cover the loss according to
the adopted Annual Report.
5. Election of members to the Board of Directors, including chairman and
vice chairman.
6. Appointment of auditor(s).
7. Any proposals from the Board of Directors and/or shareholders.
8. Any other business.
8.3 General Meetings shall be presided over by a chairman, appointed by the
Board of Directors. The chairman shall decide on all matters
relating to the business transacted, the casting of votes and the results
of voting.
8.4 The business transacted at the General Meeting shall be recorded in a
minute book to be signed by the chairman.
8.5 The Board of Directors may decide that a General Meeting shall be held in
English. All documents prepared for the purpose of the General Meeting in
connection with or after the General Meeting shall be in both Danish and
English. The Board of Directors shall ensure that simultaneous translation
to and from Danish shall be available for all attendees.
9. RIGHT OF ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETINGS
9.1 A shareholder's right to attend and vote at a General Meeting shall be
determined by the shares which such shareholder owns at the record date.
The record date shall be one week prior to the General Meeting. The shares
held by each shareholder at the record date shall be calculated based on
the registration of the shareholder's shares in the Register of Owners as
well as any notification received by the Company with respect to
registration of shares in the Register of Owners, which have not yet been
entered in the Register of Owners.
9.2 Any shareholder who is entitled to attend the General Meeting, cf. Article
9.1, and who wants to attend the General Meeting shall apply for an
admission card to such General Meeting not later than three days prior to
the holding of the Meeting. Unless the shareholder states an address to
which the admission card is to be sent, the admission card shall be
collected at the Company's offices not later than the day before the
General Meeting.
9.3 Each class A share capital amount of DKK 0.01 shall carry 10 votes.
9.4 Each class B share capital amount of DKK 0.01 shall carry 1 vote
9.5 The voting right may be exercised by a proxy-holder, provided, however,
that such holder substantiates his/her right to attend the General Meeting
by presenting an admission card and a duly dated written instrument of
proxy. Shareholders who are entitled to attend a General Meeting, cf.
Article 9.1, may also vote by correspondence. Such votes shall be in
writing and be received by the Company not later than the day prior to the
General Meeting.
10. RESOLUTIONS AT GENERAL MEETINGS, MAJORITY OF VOTES AND QUORUM
10.1 Resolutions by the General Meeting shall be passed by a simple majority of
votes, unless stricter requirements are made under the
Danish Companies Act or the Articles of Association.
10.2 Any resolution to amend the Articles of Association, which under Danish law
shall be passed by the General Meeting, shall be subject to adoption by at
least 2/3 of the votes cast and of the share capital represented at the
General Meeting, unless other requirements as to the adoption are made
under the Danish Companies Act.
10.3 Any resolution to amend the Articles of Association, which under Danish law
shall be passed by the General Meeting by at least 2/3 of the votes cast
and of the share capital represented at the General Meeting or by a higher
majority of votes, shall only be passed at one General Meeting, if at least
2/3 of the total number of votes in the Company has been represented at the
General Meeting ("the quorum requirement").
10.4 If the quorum requirement is not fulfilled, the Board of Directors shall
within two weeks convene another General Meeting at which the resolution
may be passed in accordance with Article 10.2 irrespective of the quorum
requirement.
10.5 Any proxy to attend and vote at the first General Meeting shall,
notwithstanding Article 9.5 and unless expressly revoked, be considered
valid also in respect of the second General Meeting, provided that the
requirements concerning exercise of voting right, cf. Article 9.1 and 9.2,
are fulfilled at the second General Meeting.
11. BOARD OF DIRECTORS
11.1 The Board of Directors shall be in charge of managing the Company.
11.2 The Board of Directors shall consist of 4 to 10 members, including a
chairman and a vice chairman, to be elected by the Company in General
Meeting. The General Meeting shall elect directly the chairman and vice
chairman. Each member shall hold office for one year at a time. Retiring
members may be re-elected.
11.3 The Board of Directors shall moreover include a number of members elected
by the employees of the Company and its subsidiaries in accordance with
applicable law thereon in force from time to time.
11.4 The vice chairman shall act as substitute for the chairman. In the event of
permanent absence of the chairman and/or vice chairman, the Board of
Directors shall be entitled to elect a new chairman or vice chairman who
shall remain in office until the next Annual General Meeting.
11.5 Board Meetings shall be convened and presided over by the Chairman. Board
Meetings shall be convened if so requested by a member of the Board of
Directors or by a member of the Management or auditor registered with the
Commerce and Companies Agency.
11.6 The Board of Directors shall constitute a quorum when more than half of its
members are present.
11.7 For the Board of Directors to pass a resolution, the vote of a simple
majority of the members present is required. In case of a parity of votes,
the chairman shall hold the casting vote.
11.8 The Board of Directors shall lay down its own rules of procedure for the
performance of its duties and exercise of its powers.
11.9 The business transacted at the Meetings of the Board of Directors shall be
recorded in a minute book to be signed by all members of the Board of
Directors.
11.10 The members of the Board of Directors shall receive an annual fee which is
subject to approval by the General Meeting
12. MANAGEMENT
12.1 The Board of Directors shall appoint a managing director (President) to be
in charge of the day-to-day management of the Company. The Board of
Directors may also appoint up to eight additional managers (Executive Vice
Presidents). All managers shall be registered with the Commerce and
Companies Agency.
13. LANGUAGE
13.1 The Company's corporate language is English.
14. POWERS TO BIND THE COMPANY
14.1 The Company shall be legally bound (i) by the joint signatures of two
members of the Executive Management or (ii) by the joint signatures of one
such member of the Executive Management or a member of the Board of
Directors and the chairman or vice chairman of the Board of Directors or
(iii) by the joint signatures of all members of the Board of Directors.
15. GUIDELINES FOR INCENTIVE-BASED REMUNERATION
15.1 The Company has laid down guidelines for incentive-based remuneration for
the Board of Directors and Executive Management. The guidelines, which have
been adopted by the Company's general meeting, are available at the
Company's website: novonordisk.com.
16. AUDITING
16.1 The audit shall be carried out by one state-authorised public accountant,
unless more auditors are required under the law.
16.2 The auditor shall be appointed by the Annual General Meeting. The
appointment shall be for a term of one year. The retiring auditor may be
reappointed. An auditing company may be appointed auditor.
17. FINANCIAL YEAR AND ANNUAL REPORT
17.1 The financial year of the Company shall be the calendar year.
17.2 The Annual Report shall be presented in conformity with the rules in force
from time to time.
18. DISTRIBUTION OF DIVIDEND
18.1 Any profit according to the adopted Annual Report shall first of all be
transferred to the necessary reserves. Dividend shall be distributed with a
priority dividend of 1/2% to the holders of A shares and then, in priority,
up to a dividend of 5% to the holders of B shares. Any distribution of
additional dividends shall be subject to the provision that the holders of
A shares shall never receive a total dividend exceeding the percentage rate
of the dividend paid to the holders of B shares.
18.2 Dividends on A shares shall be remitted to the shareholders at the
addresses entered in the Company's Register of Owners as at the date of the
Annual General Meeting. Dividends on B shares shall be paid with fully
discharging effect for the Company through a central securities depository
and an account-holding bank to shareholders registered by the central
securities depository at the time of payment.
19. DISSOLUTION
19.1 Unless otherwise provided by Danish law, any resolution for the dissolution
of the Company shall be passed by the Company in General Meeting in
accordance with the provisions on the amendment of the Articles of
Association (Articles 10.2-10.4). Where a resolution to dissolve the
Company is passed, such dissolution shall be effected by voluntary winding
up proceedings.
19.2 When distributing the proceeds of the winding up proceedings, the B share
capital shall be covered in priority at its nominal value, following which
the A share capital shall be covered in the same manner. The holders of A
and B shares shall subsequently rank equally in proportion to their nominal
holdings in respect of further distributions.
These Articles of Association were adopted on 24 March 2010.
Chairman of the Meeting:
______________________
Klaus S0gaard
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: March 30, 2010 NOVO NORDISK A/S
---------------------------------------------------
Lars Rebien Sorensen,
President and Chief Executive Officer