UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange
Act of 1934
June 30, 2010
NOVO
NORDISK A/S
(Exact name of Registrant as specified in its charter)
Novo Allé
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 600,000,000 divided into A share capital of DKK 107,487,200 and B share capital of DKK 492,512,800. |
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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 A/S 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. |
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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 pre- emptive 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. |
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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. |
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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. |
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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 not earlier 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. |
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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 proposals 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. |
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3. | Approval
of the remuneration of the Board of Directors. |
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4. | A
resolution to distribute the profit or cover the loss according to the
adopted Annual Report. |
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5. | Election
of members to the Board of Directors, including chairman and vice chairman. |
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6. | Appointment
of auditor(s). |
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7. | Any
proposals from the Board of Directors and/or shareholders. |
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8. | Any
other business. |
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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. |
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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 interpretation
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. |
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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. Articles
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. |
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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 member of
the Executive Management or one 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. |
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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. |
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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 28 June 2010 in accordance with resolution made at the Annual General Meeting 24 March 2010.
Chairman of the
Meeting:
/s/
Klaus Søgaard
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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: June 30, 2010 |
NOVO NORDISK A/S Lars Rebien Sørensen, President and Chief Executive Officer |