Shareholder rights
Novo Nordisk is organised under Danish law as a public limited liability company.
Novo Nordisk’s share capital is divided into A shares and B shares.
Shares and voting rights
The company's share capital amounts to DKK 580,000,000 divided into A share capital of DKK 107,487,200 and B share capital of DKK 472,512,800.
Each A share of DKK 0.01 carries 10 votes, whereas each B share of DKK 0.01 carries one vote. Thus, each B share of DKK 1.00 (the present denomination of the company's shares) carries 100 votes and each A share of DKK 1.00 carries 1,000 votes.
Special rights attached to A shares include pre-emptive subscription rights in case of an increase of the A share capital, pre-emptive purchase rights in case of a sale of A shares and priority dividend if dividend is below 0.5%, while B shares take priority for dividend between 0.5% and 5%, and B shares take priority for winding-up proceedings. However, in practice, A shares and B shares receive the same amount of dividend per share of DKK 0.01.
The Board may issue new shares or buy back shares in accordance with authorisations granted by the general meeting and recorded in the minutes.
In March 2011, the Annual General Meeting of the company approved a reduction of the company's B share capital from DKK 492,512,800 to DKK 472,512,800 by cancellation of 20,000,000 B shares of DKK 1 each from the company's own holdings of B shares at a nominal value of DKK 20,000,000, equal to 3.3% of the total share capital. The reduction of the company's B share capital was implemented in the beginning of May 2011 after expiry of the statutory notice period to the creditors.
Listings and transferability
All A shares are held by Novo A/S, a Danish public limited liability company fully owned by the Danish self-governing foundation, the Novo Nordisk Foundation. The A shares are not listed but are in principle transferable. However, according to the Articles of Association of the Foundation, the A shares cannot be divested by Novo A/S or the Foundation.
The B shares are listed on NASDAQ OMX Copenhagen and on the New York Stock Exchange in the form of ADRs under the symbol NVO, and there are no transferability restrictions on the B shares.
We delisted our shares from the London Stock Exchange in March 2010.
Exercise of votes and control
The A shares held by Novo A/S currently represent 18.5% of the capital and 69.5% of the total number of votes in the company. In addition, Novo A/S holds 7.0 % of the total capital as B shares. Holding 25.5% of the total share capital, Novo A/S controls 72.1% of the total number of votes. The figures related to the number of votes do not take into account treasury shares (own shares) held by Novo Nordisk.
Novo Nordisk is not aware of the existence of any agreements between shareholders on the exercise of votes or control.
The stake held by board members and employees cannot be determined exactly, however, Novo Nordisk estimates that as of January 2012, the B-shares held by Novo Nordisk board members and employees represent less than 1% of the capital and less than 1% of the total number of votes in Novo Nordisk.
Multiple voting rights
Novo Nordisk is of the opinion that the current share and ownership structure is appropriate and preferable for the long-term development of the company.
A study commissioned by the European Commission concluded in 2007 that control-enhancing mechanisms such as the A and B share structure are allowed in all European countries investigated and that they do not have a negative impact on shareholder value creation. The company's transparent share structure benefits shareholders who know in advance the relative voting power of each share class.
The current differentiation of voting rights cannot be revoked, as this would violate the Articles of Association of the Foundation, which have been approved by the Danish authorities.
