Notice of AGM

2/20/2007, 8:31 AM (Source: GlobeNewswire)
Annual General Meeting of Novo Nordisk A/S


The ordinary Annual General Meeting will be held on

Wednesday 7 March 2007 at 4.30 pm (CET)

at Copenhagen Congress Center, Bella Center, Center Boulevard 5, 2300
Copenhagen S, Denmark.

The notice for the Annual General Meeting is enclosed.

Novo Nordisk is a healthcare company and a world leader in diabetes
care. The company has the broadest diabetes product portfolio in the
industry, including the most advanced products within the area of
insulin delivery systems. In addition, Novo Nordisk has a leading
position within areas such as haemostasis management, growth hormone
therapy and hormone replacement therapy. Novo Nordisk manufactures
and markets pharmaceutical products and services that make a
significant difference to patients, the medical profession and
society. With headquarters in Denmark, Novo Nordisk employs more than
23,600 employees in 79 countries, and markets its products in 179
countries. Novo Nordisk's B shares are listed on the stock exchanges
in Copenhagen and London. Its ADRs are listed on the New York Stock
Exchange under the symbol 'NVO'. For more information, visit
novonordisk.com


Further information:

Media: Investors:
Outside North America: Outside North America:
Elin K Hansen Mads Veggerby Lausten
Tel: (+45) 4442 3450 Tel: (+45) 4443 7919
ekh@novonordisk.com mlau@novonordisk.com

Hans Rommer
Tel: (+45) 4442 4765
hrmm@novonordisk.com

In North America: In North America:
Susan T Jackson Christian Qvist Frandsen
Tel: (+1) 609 919 7776 Tel: (+1) 609 919 7937
stja@novonordisk.com cqfr@novonordisk.com


Enclosure


Stock Exchange Announcement no 4/2007


Appendix to Novo Nordisk A/S' AGM Stock Exchange Announcement, dated
20 February 2007

To the shareholders of Novo Nordisk A/S

The Company will conduct its Annual General Meeting on

Wednesday 7 March 2007 at 4.30 pm (CET)

at Copenhagen Congress Center, Bella Center, Center Boulevard 5, 2300
Copenhagen S, Denmark.

Agenda:
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 2006,
including approval of the remuneration of the Board of Directors.

3. A resolution to distribute the profit according to the adopted
Annual Report 2006.

4. Election of members to the Board of Directors.
All board members elected by the Annual General Meeting are up
for election. The Board of Directors proposes re-election of the
following existing board members elected by the Annual General
Meeting: Sten Scheibye, Göran A Ando, Kurt Briner, Henrik Gürtler,
Niels Jacobsen, Kurt Anker Nielsen and Jørgen Wedel.

5. Election of auditor.
The Board of Directors proposes re-election of
PricewaterhouseCoopers.

6. Proposal from the Board of Directors:
Reduction of the Company's B share capital from DKK 566,432,800
to DKK 539,472,800 by 13,480,000 B shares of DKK 2 each out of the
Company's own holdings of B shares at a nominal value of DKK
26,960,000, equal to 4% of the total share capital. The Company's
share capital will then amount to DKK 646,960,000 divided into A
share capital of DKK 107,487,200 and B share capital of DKK
539,472,800.

7. Proposal from the Board of Directors:
To authorise the Board of Directors, until the next Annual
General Meeting, to allow the Company to acquire own shares of up to
10% of the share capital and at the price quoted at the time of the
purchase with a deviation of up to 10%, cf Section 48 of the Danish
Public Companies Act.

8. Miscellaneous.

Elaboration and statement explaining the proposals:

Re agenda item 3:

The proposed dividend for 2006 is DKK 7 for each Novo Nordisk B share
of DKK 2 and for each Novo Nordisk A share of DKK 2. This is a 17%
increase compared to the dividend for the fiscal year 2005 (DKK 6 for
each share of DKK 2). No dividend will be paid on the Company's
holding of own shares.

Re agenda item 4:

Novo Nordisk A/S is aiming at composing a Board of Directors
consisting of persons who have such knowledge and experience that the
collective Board of Directors can attend to the interests of the
Company and thus the interests of the shareholders with due respect
to other stakeholders of the Company in the best possible way. The
Board of Directors actively contributes to developing the Company as
a globally working focused pharmaceutical company and supervises the
management in its decisions and operations. Please visit
novonordisk.com under 'About us' à 'Corporate governance' for a more
detailed description of the competence criteria of the Board of
Directors.

It is the assessment of the Board of Directors that the proposed
composition complies with these criteria.

Besides their professional qualifications, the proposed candidates
possess great experience in the daily work and management of
international pharmaceutical and high-technology companies and
together they have the knowledge, and professional and international
experience which are competences important to the work of the Board
of Directors.

The proposed board candidates have the following backgrounds.
Independence is defined in accordance with the Danish Corporate
Governance Recommendations designated by the Copenhagen Stock
Exchange (OMX) unless otherwise stated:

Sten Scheibye is chairman of the Board of Directors of Novo Nordisk
A/S. Since 1995, he has been president and CEO of Coloplast A/S,
Denmark. Besides being a member of the boards of various Coloplast
companies, Mr Scheibye is a member of the Board of Danske Bank A/S,
Denmark. Furthermore, he holds a seat on the Central Board and the
Executive Committee of the Confederation of Danish Industries.
Mr Scheibye has an MSc in Chemistry and Physics from 1978 and a
PhD in Organic Chemistry from 1981, both from the University of
Aarhus, Denmark, and a BComm from the Copenhagen Business School,
Denmark, from 1983. Mr Scheibye is also an adjunct professor of
applied chemistry at the University of Aarhus.
Mr Scheibye was elected to the Board of Novo Nordisk A/S in 2003
and re-elected several times, most recently in 2006. His term as a
board member expires in March 2007.
Mr Scheibye is regarded as an independent board member.
The special competences possessed by Sten Scheibye that are
important for the performance of his duties are his knowledge of the
healthcare industry, particularly as relates to patients requiring
chronic care, and managerial skills relating to international
organisations.
Mr Scheibye is a Danish national, born on 3 October 1951.

Göran A Ando, MD, is vice-chairman of the Board of Directors of Novo
Nordisk A/S. Dr Ando is a former CEO of Celltech Group plc, UK, until
2004. He joined Celltech from Pharmacia, now Pfizer, US, where he was
executive vice president and president of R&D with additional
responsibilities for manufacturing, IT, business development and M&A
from 1995 to 2003. From 1989 to 1995, Dr Ando was medical director,
moving to deputy R&D director and then R&D director of Glaxo Group,
UK. He was also a member of the Glaxo Group Executive Committee.
Dr Ando is a specialist in general medicine and is a founding
fellow of the American College of Rheumatology in the US. Dr Ando
serves as chairman of the boards of Novexel SA, France, and Inion Oy,
Finland, as vice chairman of the Board of S*Bio Pte Ltd, Singapore,
and as a board member of Novo A/S, Denmark, Bio*One Capital Pte Ltd,
Singapore, A-Bio Pharma Pte Ltd, Singapore, NicOx SA, France, and
Enzon Pharmaceuticals, Inc, US.
Dr Ando qualified as a medical doctor at Linköping Medical
University, Sweden, in 1973 and as a specialist in general medicine
at the same institution in 1978.
Dr Ando was elected to the Board of Novo Nordisk A/S in 2005 and
re-elected in 2006. His term as a board member expires in March 2007.
Dr Ando is designated Research and Development Facilitator by the
Board of Novo Nordisk A/S.
Dr Ando is not regarded as an independent board member due to his
membership of the board of Novo A/S.
The special competences possessed by Dr Ando that are important
for the performance of his duties are his medical qualifications and
extensive executive background within the international
pharmaceutical industry.
Dr Ando is a Swedish national, born on 6 March 1949.

Kurt Briner works as an independent consultant to the pharmaceutical
and biotech industries and is a board member of OM Pharma,
Switzerland, Progenics Pharmaceuticals Inc, US, and GALENICA SA,
Switzerland. From 1988 to 1998, he was president and CEO of Sanofi
Pharma, France. He has been chairman of the European Federation of
Pharmaceutical Industries and Associations (EFPIA).
Mr Briner holds a Diploma of the Commercial Schools of Basel and
Lausanne, Switzerland.
Mr Briner was elected to the Board of Novo Nordisk A/S in 2000 and
re-elected several times, most recently in 2006. His term as a board
member expires in March 2007.
Mr Briner is regarded as an independent board member.
The special competences possessed by Mr Briner that are important
for the performance of his duties are his executive background and
knowledge of the pharmaceutical and biotech industries as well as of
global, particularly European pharmaceutical regulations and
policies.
Mr Briner is a Swiss national, born on 18 July 1944.

Henrik Gürtler has been president and CEO of Novo A/S, Denmark, since
2000. He was employed in Novo Industri A/S, Denmark, as an R&D
chemist in the Enzymes Division in 1977.
After a number of years in various specialist and managerial
positions within this area, Mr Gürtler was appointed corporate vice
president of Human Resource Development in Novo Nordisk A/S in 1991,
and in 1993 corporate vice president of Health Care Production. In
1996, he became a member of Corporate Management of Novo Nordisk A/S
with special responsibility for Corporate Staffs.
Mr Gürtler is chairman of the boards of Novozymes A/S, Denmark, and
Copenhagen Airports A/S, Denmark, and a member of the boards of COWI
A/S and Brødrene Hartmanns Fond, both Denmark.
Mr Gürtler has an MSc in Chemical Engineering from the Technical
University of Denmark from 1976.
Mr Gürtler was elected to the Board of Novo Nordisk A/S in 2005 and
re-elected in 2006. His term as a board member expires in March 2007.
Mr Gürtler is not regarded as an independent board member due to his
former position as an executive in Novo Nordisk A/S and his present
position as president and CEO of Novo A/S.
The special competences possessed by Henrik Gürtler that are
important for the performance of his duties are his knowledge of the
Novo Group's business and its policies and the international biotech
industry.
Mr Gürtler is a Danish national, born on 11 August 1953.

Niels Jacobsen has been president & CEO of William Demant Holding A/S
and Oticon A/S, both Denmark, since 1998. He is a board member of
Nielsen & Nielsen Holding A/S, Denmark, and is also a board member of
a number of companies wholly or partly owned by the William Demant
Group, including Sennheiser Communications A/S, Himsa A/S, Himsa II
A/S, Hearing Instrument Manufacturers Patent Partnership A/S
(chairman), William Demant Invest A/S (chairman), all in Denmark, and
Össur hf. (chairman), Iceland. Mr Jacobsen also holds a seat on the
Central Board of the Confederation of Danish Industries.
Mr Jacobsen has an MSc in Business Administration from the
University of Aarhus, Denmark, from 1983.
Mr Jacobsen was elected to the Board of Novo Nordisk A/S in 2000
and re-elected several times, most recently in 2006. His term as a
board member expires in March 2007. Mr Jacobsen is a member of the
Audit Committee at Novo Nordisk A/S and is designated as Audit
Committee financial expert.
Mr Jacobsen qualifies as independent Audit Committee member as
defined by the US Securities and Exchange Commission (SEC) and is
regarded as an independent board member under the Danish Corporate
Governance Recommendations.
The special competences possessed by Mr Jacobsen that are
important for the performance of his duties are his extensive board
experience and his knowledge of the healthcare sector, particularly
as relates to medical technology and devices, as well as financial
expertise.
Mr Jacobsen is a Danish national, born on 31 August 1957.

Kurt Anker Nielsen is former CFO and deputy CEO of Novo Nordisk A/S
and former CEO of Novo A/S. He serves as chairman of the Board of
Reliance A/S, Denmark, as vice chairman of the Board of Novozymes A/S
and Dako A/S, Denmark, as a member of the Board of Directors of the
Novo Nordisk Foundation, and as a member of the boards of LifeCycle
Pharma A/S, Denmark, ZymoGenetics, Inc, US, Norsk Hydro ASA, Norway,
and Vestas Wind Systems A/S, Denmark. In the four last-mentioned
companies and in Dako A/S he is also the elected Audit Committee
chairman. Mr Nielsen serves as chairman of the Board of Directors of
Collstrup's Mindelegat, Denmark.
Mr Nielsen has an MSc in Commerce and Business Administration from
the Copenhagen Business School, Denmark, from 1972.
Mr Nielsen was elected to the Board of Novo Nordisk A/S in 2000
and has been re-elected several times, most recently in 2006. His
term as a board member expires in March 2007.
Mr Nielsen is chairman of the Audit Committee at Novo Nordisk A/S
and is also designated as Audit Committee financial expert.
Mr Nielsen qualifies as independent Audit Committee member as
defined by the US Securities and Exchange Commission (SEC). He is not
regarded as an independent board member under the Danish Corporate
Governance Recommendations due to his former position as an executive
in Novo Nordisk A/S and his membership of the Board of the Novo
Nordisk Foundation.
The special competences possessed by Mr Nielsen that are important
for the performance of his duties are his in-depth knowledge of Novo
Nordisk A/S and its businesses, his working knowledge of the global
pharmaceutical industry and his experience in working with
accounting, financial and capital markets issues.
Mr Nielsen is a Danish national, born on 8 August 1945.

Jørgen Wedel was executive vice president of the Gillette Company,
US, until 2001. He was responsible for Commercial Operations,
International, and was a member of Gillette's Corporate Management
Group. Since 2004, he has been a board member of ELOPAK AS, Norway.
Mr Wedel has an MSc in Commerce and Business Administration from
the Copenhagen Business School, Denmark, from 1972 and an MBA from
the University of Wisconsin, US, from 1974.
Mr Wedel was elected to the Board of Novo Nordisk A/S in 2000 and
has been re-elected several times, most recently in 2006. His term as
a board member expires in March 2007. Mr Wedel is a member of the
Audit Committee at Novo Nordisk A/S.
Mr Wedel qualifies as independent Audit Committee member as
defined by the US Securities and Exchange Commission (SEC) and is
regarded as an independent board member under the Danish Corporate
Governance Recommendations.
The special competences possessed by Mr Wedel that are important
for the performance of his duties are his background as a senior
sales and marketing executive in a globally operating
consumer-oriented company within the fast-moving consumer goods
industry as well as a particular insight into the US market.
Mr Wedel is a Danish national, born on 10 August 1948.

*******

In the Danish Corporate Governance Recommendations it is recommended
that at least half of the board members elected by the Annual General
Meeting are independent of the Company.

Kurt Anker Nielsen and Henrik Gürtler were Chief Financial Officer
and Corporate Executive Vice President with special responsibility
for Corporate Staff of Novo Nordisk A/S, respectively, prior to the
demerger into Novo Nordisk A/S and Novozymes A/S in 2000. Further, Mr
Nielsen, Mr Gürtler and Mr Ando are holding executive or board
positions in Novo A/S and the Novo Nordisk Foundation, respectively.
If the proposed candidates are elected to the Board of Directors, the
Board of Directors will satisfy the requirements of the Danish
Corporate Governance Recommendations as four out of seven of the
board members elected by the Annual General Meeting are independent
of the Company according to the criteria of the Recommendations. In
addition, the members of the Audit Committee will qualify as
independent as required and defined by the US Securities and Exchange
Commission (SEC).

The Board of Directors considers that the size of the Board is
appropriate in relation to the requirements of the Company.

Re agenda item 6:

Reduction of the Company's B share capital from DKK 566,432,800 to
DKK 539,472,800 by cancellation of part of the Company's portfolio of
own B shares at a nominal value of DKK 26,960,000 divided into
13,480,000 B shares of DKK 2 each. The Company's share capital will
then amount to DKK 646,960,000 divided into A share capital of DKK
107,487,200 and B share capital of DKK 539,472,800.

Pursuant to the Danish Public Companies Act, Section 44 (2), cf
Section 44 a (1), it is stated that the purpose of the reduction of
the Company's share capital is to distribute funds to the
shareholders; thus the reduction amount has been distributed to the
shareholders in payment of shares purchased by the Company in
accordance with the authorisations granted to the Board of Directors
at previous general meetings. As a result, the share capital is
reduced by nominally DKK 26,960,000 and the Company's portfolio of
treasury shares is reduced by 13,480,000 B shares of DKK 2 each.
Pursuant to the Danish Public Companies Act, Section 44 a (3), it is
stated that these own B shares were acquired at a total sum of DKK
4,174,216,800, which implies that in addition to the nominal amount
of reduction, DKK 4,147,256,800 has been distributed to the
shareholders.

The Board of Directors' proposal to reduce the B share capital of the
Company is made in order to maintain capital structure flexibility.

Adoption of the proposal implies the following change of Article 4.1
in the Articles of Association of the Company that will take effect
upon completion of the capital reduction:

"The share capital of the Company amounts to DKK 646,960,000 divided
into A share capital of DKK 107,487,200 and B share capital of DKK
539,472,800."

Re agenda item 7:

The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors, until the next Annual General
Meeting, to allow the Company to acquire own shares of up to 10% of
the share capital and at the price quoted at the time of the purchase
with a deviation of up to 10%, cf Section 48 of the Danish Public
Companies Act. Such authorisation is customary in Danish listed
companies.

********

The current share capital of Novo Nordisk amounts to DKK 673,920,000
divided into A share capital of DKK 107,487,200 and B share capital
of DKK 566,432,800. The A shares have 10 votes per DKK 1 of the A
share capital, whereas the B shares have one vote per DKK 1 of the B
share capital.

To adopt the proposals for amendment of the Articles of Association
under agenda item 6 at least two thirds of the total number of votes
in the Company shall be present at the Annual General Meeting and at
least two thirds of the votes cast as well as of the share capital
represented at the Annual General Meeting shall vote for the
proposals, cf Articles 10.2 and 10.3 of the Articles of Association.

********

The Board of Directors invites all shareholders to attend the Annual
General Meeting. Please note that the Annual General Meeting is held
in Copenhagen Congress Center, Bella Center. Admission and voting
cards for the Annual General Meeting may be obtained by returning the
enclosed requisition, duly completed and signed, to
Værdipapircentralen A/S in Denmark ("VP") in the enclosed envelope so
that VP may receive the requisition no later than Friday 2 March 2007
at 4 pm, or you may phone VP, no later than Friday 2 March 2007 at 4
pm on tel +45 4358 8866. Admission cards can also be ordered on VP's
homepage: www.vp.dk/gf no later than Friday 2 March 2007 at 4 pm.

Also at this year's Annual General Meeting, simultaneous
interpretation from Danish into English will be available to a
limited number of attending shareholders. If you wish to utilise this
offer, you are kindly invited to make reservations in advance on tel
+45 4442 1066 no later than Friday 2 March 2007 at 4 pm.

Again this year, the Company will webcast the Annual General Meeting
live in a Danish and an English version. Please see the Company's
website novonordisk.com.

Prior to the Annual General Meeting the admission card will be sent
to you at the address entered in the Company's register of
shareholders. The admission card will show the number of votes to
which the shareholder is entitled according to the register of
shareholders, pursuant to Article 9 of the Articles of Association.
If the shareholder has not stated an address to which the admission
card shall be sent, the admission card must be collected at the
Company's office not later than the day before the Annual General
Meeting.

The agenda with an elaboration and statement explaining the proposals
and the audited Annual Report are available for inspection by the
shareholders at the Company's office, Novo Allé, DK-2880 Bagsværd, on
weekdays between 10 am and 2 pm from Wednesday 21 February 2007 to
Wednesday 7 March 2007. The documents are also available for
inspection at the Company's website novonordisk.com under 'About us'
à 'Corporate governance' or you can order a copy by contacting Novo
Nordisk A/S on tel +45 4442 1066.

If you are unable to attend the Annual General Meeting, the Board of
Directors would appreciate receiving a proxy to exercise the voting
rights to which you are entitled through your share ownership. If you
consent to this procedure, you are kindly asked to return the
attached proxy form, signed and dated, so that it is in VP's
possession no later than Friday 2 March 2007 at 4 pm.

According to Danish law, the proxy for the Annual General Meeting is
only valid if it is in writing and is signed and dated after 7 March
2006 (ie one year before the Annual General Meeting in 2007 at the
earliest).
After deduction of potential withholding tax, the dividend as
approved at the Annual General Meeting will be transferred to Novo
Nordisk A/S' shareholders via Værdipapircentralen A/S.

Besides public transportation with HT buses, you can take the Metro,
direction Vestamager, to Bella Center Station. Please note that the
entrance to the Annual General Meeting is at Bella Center's main
entrance, which is on the opposite side from the Metro Station. For
payment you can park outside Bella Center. P5, P1 and P2 are the
closest areas.

Yours sincerely

Novo Nordisk A/S
The Board of Directors


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