ACTIVE OWNERSHIP IN THE NOVO NORDISK FOUNDATION GROUP · IN THE NOVO NORDISK FOUNDATION GROUP ACTIVE OWNERSHIP The Novo Nordisk Foundation Group - Introduction The Novo Nordisk Foundation

Sten Scheibye Chairman of the board May 7, 2014

IN THE NOVO NORDISK FOUNDATION GROUP ACTIVE OWNERSHIP

The Novo Nordisk Foundation Group - Introduction

The Novo Nordisk Foundation – Active ownership

AGENDA

25 YEARS ANNIVERSARY - MERGER

Nordic Insulin

Foundation

Nordic Insulin Laboratory

Novo’s Foundation

Novo Industri A/S

Nordisk Gentofte A/S

Investments: • Seed • Venture • Large

investments • Other (financial)

investments

Grants: • Expl Pre-seed • Pre-seed • 4 Other grant

types

Dividends on capital invested

Dividends on capital invested

~25.5% shares ~70.1% votes

~25.5% shares ~72.7% votes

The Novo Group

AN INDEPENDENT FOUNDATION

WITH CORPORATE INTERESTS

OBJECTIVES VISION AND

To contribute significantly to research and development that improves the health and welfare of people

CORPORATE OBJECTIVE

• to provide a stable basis for the commercial and research activities of the Novo Group companies

GRANT OBJECTIVES

• to support physiological, endocrinological, metabolic and other medical research,

• to contribute to the preservation and operation of Novo Nordisk A/S' research hospital activities,

• to support other scientific purposes,

• to support humanitarian and social purposes

Vision:

OF THE NOVO NORDISK FOUNDATION COMMERCIAL GOALS

Be a strong owner of the companies in the Novo Group

Generate attractive investment returns to the Foundation on its financial investment portfolio

Make investments with the main goals of promoting knowledge and world class research

TOWARDS 2018 GRANT STRATEGY

Disbursements Grants awarded

500

1,000

1,500

2,000

2,500

0

DKK million

90

180

270

360

450

USD million

0 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006

FOUR GRANT CATEGORIES

The Novo Nordisk Foundation Group - Introduction

The Novo Nordisk Foundation – Active ownership

AGENDA

THE FOUNDATION

Ownership is embedded in the articles of the Foundation:

Novo A/S shall maintain controlling interest in Novo Nordisk and Novozymes and the A shares in Novo Nordisk and Novozymes cannot be divested by Novo A/S.

The Foundation shall hold reserves to participate in future capital increases of Novo Nordisk and Novozymes and thus maintain the controlling interest in these companies.

OWNERSHIP OF NOVO NORDISK AND NOVOZYMES

THE FOUNDATION HAS A NOVO GROUP CHARTER

The ownership role is exercised in the

following ways:

• Formulating the ’Charter for

companies in the Novo Group’

• Board participation

Companies in the Novo Group must demonstrate that they are willing and able to make a targeted effort to

meet the criteria of the charter:

ABOUT THE BOARDS

NNF and Novo believe in separation of power

between the boards in the Novo Group.

The majority of board members in Novo Nordisk

and Novozymes are independent of NNF and

Novo.

The NNF and Novo appointed representatives on

the boards receive the same information as all

other board members

Same status as other shareholders

BOARD COMPOSITION

Shareholder/articles elected members

• Chairman and Vice Chairman of the Foundation should also be member of the Board of Novo A/S

• Novo A/S wishes to have 2 representatives on the Board of Novo Nordisk and Novozymes, respectively. (Formalised in instructions from Novo A/S to the representatives)

• Not possible to have an executive/board position in more than two levels

Employee elected

• Above does not apply to employee elected board members

- ELECTION PRINCIPLES

Due to their holding of directorships

and to the small number of staff all

employees and board members in NNF

and Novo are bound by NNF’s and

Novo’s insider rules respectively in

relation to trading of shares in Group

companies.

BROAD APPLICATION OF INSIDER RULES

BOARD OF DIRECTORS NOVO NORDISK FOUNDATION

Lars Fugger Karsten Dybvad

Sten Scheibye (Chair)

Steen Riisgaard (Vice Chair)

Bo Ahrén

Lars Bo Køppler

Karen Lauberg Lauritsen

Marianne Philip

Anne Marie Kverneland

INTERACTION IN THE NOVO GROUP

Several interactions created across all organisations during a year – formally and informally

Chairmen in the Novo Group companies interact regularly to align views on governance

Novo Nordisk and Novozymes publish their financial results quarterly

Novo Nordisk and Novozymes present their corporate strategy and their research strategy to the Boards of the Foundation and Novo A/S (within the limitations set forth by legislation)

DECISIONS

All strategic and operational matters in Novo Nordisk/Novozymes are determined by the board and management of Novo Nordisk/Novozymes

IN THE NOVO GROUP

Matters decided by the Annual General Meeting (NN / NZ) are discussed in advance with the Board of Novo A/S to ensure support at the AGM

The Board of Novo A/S ensures to involve the Board of the Foundation to the extent the articles of the Foundation requires Foundation involvement (primarily matters re the share capital and control)

QUESTIONS?