UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange
Act of 1934
MARCH 30,
2011
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.
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
1.1
|
The Companys
name is Novo Nordisk A/S. |
1.2
|
The Company also
carries on business under the secondary names: |
|
Novo Terapeutisk Laboratorium A/S |
|
Nordisk Insulinlaboratorium A/S |
2.1
|
The Companys
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. |
3.1
|
The Companys
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. |
3.2
|
The share capital
is divided into shares of DKK 0.01 or multiples thereof. |
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Nordisk A/S
23 March 2011 |
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3.3
|
The share capital
has been fully paid up. |
4. |
SHARES AND REGISTER
OF OWNERS |
4.1 |
The A shares shall
be issued in the names of the holders and shall be entered in the holders
names in the Companys 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 Companys Register of Owners upon
request. Entry of a B share under the holders name in the Companys
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. |
4.2 |
The A shares shall
be non-negotiable instruments. The B shares shall be negotiable instruments. |
4.3
|
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 5.1 and 5.2), as to the transferability
of A shares (Articles 4.4-4.7), as to the voting rights carried by A shares
and B shares (Articles 8.3 and 8.4), as to the dividend rights of A shares
and B shares (Article 17) and as to the preferential rights of B shares
to be covered in case of winding up (Article 18.2). In other respects,
no shares shall carry special rights. |
4.4
|
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. |
4.5 |
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 |
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Nordisk A/S
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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 4.4 above. |
4.6 |
Articles 4.4 and
4.5 shall not apply to any transfer of shares by inheritance or to a shareholders
transfer of shares during his lifetime to his spouse, issue, or to family
foundations. |
4.7 |
Articles 4.4 and
4.5 shall moreover apply to compulsory sales in connection with administration
of estates or to proceedings or any other action taken by creditors. |
4.8 |
No restrictions shall
apply to the transferability of B shares. |
4.9
|
No shareholder shall
be obliged to have his shares redeemed in whole or in part. |
4.10 |
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. |
5. |
INCREASE OF THE
SHARE CAPITAL |
5.1
|
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. |
5.2
|
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. |
5.3
|
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. |
5.4
|
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 |
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Nordisk A/S
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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. |
5.5 |
The following shall
apply to any increase of the share capital pursuant to Articles 5.3-5.4:
(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 Companys 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 4.4-4.7 and the pre-emptive subscription
rights in 5.1-5.2 shall in addition be applicable to shares within the
respective classes of shares. |
6. |
LOCATION, TIME
AND CONVENING OF GENERAL MEETINGS |
6.1
|
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. |
6.2
|
General Meetings
shall be held at a venue in the Capital Region of Denmark. |
6.3
|
The Annual General
Meeting shall be held before the end of April in every year. |
6.4
|
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. |
6.5
|
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 by publishing
the notice at the Companys website: novonordisk.com. The notice
shall also be forwarded in writing to all |
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Nordisk A/S
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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. |
6.6 |
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 Companys website: novonordisk.com. |
7. |
AGENDA, CHAIRMAN
AND MINUTES OF GENERAL MEETINGS |
7.1
|
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. |
7.2
|
The agenda of the
Annual General Meeting shall include the following: |
|
1. |
The Board of Directors
oral report on the Companys 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. |
7.3
|
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. |
7.4
|
The business transacted
at the General Meeting shall be recorded in a minute book to be signed
by the chairman. |
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Nordisk A/S
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7.5
|
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. |
8. |
RIGHT OF ATTENDANCE
AND VOTING RIGHTS AT GENERAL MEETINGS |
8.1 |
A shareholders
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 shareholders 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. |
8.2 |
Any shareholder who
is entitled to attend the General Meeting, cf. Article 8.1, 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 Companys
offices not later than the day before the General Meeting. |
8.3 |
Each class A share
capital amount of DKK 0.01 shall carry 10 votes. |
8.4 |
Each class B share
capital amount of DKK 0.01 shall carry 1 vote. |
8.5
|
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 8.1, 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. |
9. |
RESOLUTIONS AT
GENERAL MEETINGS, MAJORITY OF VOTES AND QUORUM |
9.1 |
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. |
9.2 |
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 |
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Nordisk A/S
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the adoption
are made under the Danish Companies Act. |
9.3 |
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). |
9.4
|
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 9.2 irrespective of the quorum requirement. |
9.5
|
Any proxy to attend
and vote at the first General Meeting shall, notwithstanding Article 8.5
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 8.1 and 8.2, are fulfilled at the second
General Meeting. |
10.1 |
The Board of Directors
shall be in charge of managing the Company. |
10.2 |
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. A person
cannot be nominated for election or re-election if such person has reached
the age of 70 at the time of the General Meeting. |
10.3 |
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. |
10.4 |
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. |
10.5 |
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. |
10.6 |
The Board of Directors
shall constitute a quorum when more than half of its members are present. |
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10.7 |
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. |
10.8 |
The Board of Directors
shall lay down its own rules of procedure for the performance of its duties
and exercise of its powers. |
10.9 |
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. |
10.10 |
The members of the
Board of Directors shall receive an annual fee which is subject to approval
by the General Meeting. |
11.1 |
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. |
12.1 The Companys
corporate language is English.
13. |
POWERS TO BIND
THE COMPANY |
13.1 |
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. |
14. |
REMUNERATION PRINCIPLES
|
14.1 |
The Company has laid
down principles for remuneration of board members and executives which
includes the general guidelines for incentive-based remuneration pursuant
to Section 139 of the Danish Companies Act. The principles, which have
been adopted by the Companys general meeting, are available at the
Companys website: novonordisk.com. |
15.1 |
The audit shall be
carried out by one state-authorised public |
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accountant,
unless more auditors are required under the law. |
15.2 |
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. |
16. |
FINANCIAL YEAR
AND ANNUAL REPORT |
16.1 |
The financial year
of the Company shall be the calendar year. |
16.2 |
The Annual Report
shall be presented in conformity with the rules in force from time to
time. |
17. |
DISTRIBUTION OF
DIVIDEND |
17.1 |
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. |
17.2 |
Dividends on A shares
shall be remitted to the shareholders at the addresses entered in the
Companys 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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18.1 |
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 9.2-9.4).
Where a resolution to dissolve the Company is passed, such dissolution
shall be effected by voluntary winding up proceedings. |
18.2 |
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 23 March 2011.
Chairman
of the Meeting:
______________________
Klaus Søgaard
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Nordisk A/S
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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, 2011 |
NOVO NORDISK A/S
Lars Rebien Sørensen, President and Chief Executive Officer
|