Novo Nordisk’s share capital is DKK 470,000,000, which is divided into an A share capital of nominally DKK 107,487,200 and a B share capital of nominally DKK 362,512,800.
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 0.2 (the present denomination of the company's shares) carries 20 votes and each A share of DKK 0.2 carries 200 votes.
On 2 January 2014 the B shares were split in a five-for-one ratio and the trading unit of the B shares listed on Nasdaq Copenhagen was changed from DKK 1 to DKK 0.2. On 9 January 2014, each of Novo Nordisk’s American Depository Receipts (ADRs) listed on New York Stock Exchange was also split in a five-for-one ratio. Hence, the ratio of B shares to ADRs listed on the New York Stock Exchange remains 1:1.
Special rights attached to A shares include pre-emptive subscription rights in case of an increase in the A share capital and pre-emptive purchase rights in the event of a sale of A shares, while B shares take priority for liquidation proceedings. A shares take priority for dividends below 0.5%, and B shares take priority for dividend between 0.5% and 5%. However, in practice, A shares and B shares receive the same amount of dividend per share.
The Board may distribute extraordinary dividends and issue new shares in accordance with the Articles of Association. Further, the Board may repurchase shares in accordance with authorisations granted by the shareholder at the Annual General Meeting and recorded in the meeting minutes.
In March 2021, the Annual General Meeting approved a reduction of the company's B share capital from DKK 362,512,800 to DKK 354,512,800 by cancellation of 40,000,000 B shares of DKK 0.20 each from the company's own holdings of B shares at a nominal value of DKK 8,000,000. The reduction of the company's B share capital will be implemented in April 2021.
All A shares are held by Novo Holdings A/S, a Danish private limited liability company wholly-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 Holdings A/S or the Foundation.
The B shares are listed on Nasdaq Copenhagen and on the New York Stock Exchange (NYSE) as American Depository Receipts (ADRs) under the code ‘NVO’ and are fully transferable.
As of 3 February 2021, the A shares held by Novo Holdings A/S represent 22.9% of the total share capital and 74.8% of the total votes of Novo Nordisk. In addition, the B shares held by Novo Holdings A/S represent 5.2% of the total share capital and 1.7% of the total votes. In total, as of 3 February 2021 Novo Holdings A/S’ ownership amounted to 28.1% of share capital and 76.5% of votes of Novo Nordisk. Treasury shares are included in the above, however voting rights of treasury shares cannot be exercised.
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 March 2019, the B shares held by Novo Nordisk’s Board members and employees represent less than 1.5% of the capital and less than 0.5% of the total number of votes in Novo Nordisk.
Novo Nordisk’s Board of Directors and Executive Management consider that the current capital and share structure of Novo Nordisk serve the interests of the shareholders and the company well. Novo Nordisk’s capital structure strategy offers a good balance between long-term shareholder value creation and competitive shareholder return in the short-term.
It is Novo Nordisk’s opinion that the company's transparent share structure is to the benefit of its 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 foundation authority.