UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
March 23, 2009
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NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
NOVO ALLE
DK-2880, BAGSVAERD
DENMARK
(Address of principal executive offices)
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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-_____________________
RESULT OF AGM
ANNUAL GENERAL MEETING AT NOVO NORDISK A/S
At the Annual General Meeting of Novo Nordisk A/S today, the shareholders passed
the following resolutions:
o Adoption of the audited Annual Report 2008.
o Approval of the remuneration of the Board of Directors.
o Distribution of profit according to the adopted Annual Report 2008. The
dividend will be DKK 6.00 per share of DKK 1, an increase of 33% compared
with the fiscal year 2007.
o Re-election of the following current board members elected by the Annual
General Meeting: Sten Scheibye, Goran A Ando, Henrik Gurtler, Pamela J
Kirby, Kurt Anker Nielsen and Jorgen Wedel. In addition, Hannu Ryopponen
was elected to the Board of Directors for the first time.
o Re-election of the auditor, PricewaterhouseCoopers.
o Reduction of the Company's B share capital from DKK 526,512,800 to DKK
512,512,800 by cancellation of 14,000,000 B shares of DKK 1 each from the
Company's own holdings of B shares at a nominal value of DKK 14,000,000,
equal to 2.2% of the total share capital. After implementation of the share
capital reduction, the Company's share capital will amount to DKK
620,000,000 divided into A share capital of DKK 107,487,200 and B share
capital of DKK 512,512,800.
o Authorisation of 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 Article 48 of the Danish Public Limited
Companies Act.
o Amendment to Article 5.4: Replacement of the name "Copenhagen Stock
Exchange" with "NASDAQ OMX Copenhagen".
o Amendment to Article 6.3 of the Articles of Association: Existing
authorisation of the Board of Directors to issue B shares to employees
without pre-emptive subscription rights for existing shareholders reduced
to a maximum nominal amount of DKK 3 million.
o Amendment to Article 6.4 of the Articles of Association: Existing
authorisation of the Board of Directors to increase the share capital
reduced to a maximum of nominally DKK 107 million.
o Articles 8.2 and 11.10 of the Articles of Association: Addition in Article
8.2 of a new item 3 to the standard agenda of the Company's Annual General
Meeting regarding approval of the remuneration of the Board of Directors
and a consequential amendment of Article 11.10.
THE BOARD OF DIRECTORS
In February 2006, Novo Nordisk employees in Denmark elected four board members
for a period of four years: Johnny Henriksen, Anne Marie Kverneland and Stig
Strobaek were re-elected and Soren Thuesen Pedersen was elected. Accordingly,
the Board of Directors of Novo Nordisk A/S comprises:
o Sten Scheibye
o Goran A Ando
o Henrik Gurtler
o Johnny Henriksen (employee representative)
o Pamela J Kirby
o Anne Marie Kverneland (employee representative)
o Kurt Anker Nielsen
o Soren Thuesen Pedersen (employee representative)
o Hannu Ryopponen
o Stig Strobaek (employee representative)
o Jorgen Wedel.
For information on the board members, please refer to novonordisk.com.
At a board meeting held immediately after the Annual General Meeting, the Board
of Directors elected Sten Scheibye as chairman and Goran A Ando as
vice-chairman.
The Board of Directors elected Kurt Anker Nielsen, Jorgen Wedel and Hannu
Ryopponen as members of the Audit Committee with Kurt Anker Nielsen as chairman.
The Board designated Kurt Anker Nielsen as financial expert under US law, while
Jorgen Wedel and Hannu Ryopponen were designated financial experts under both
Danish and US law.
Finally, the Board of Directors designated Goran A Ando as research and
development facilitator.
Novo Nordisk is a healthcare company and a world leader in diabetes care. 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 27,000 employees in 81
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:
Mike Rulis Mads Veggerby Lausten
Tel: (+45) 4442 3573 Tel: (+45) 4443 7919
mike@novonordisk.com mlau@novonordisk.com
Kasper Roseeuw
Poulsen
Tel: (+45) 4442 4471
krop@novonordisk.com
In North America: In North America:
Sean Clements Hans Rommer
Tel: (+1) 609 514 8316 Tel: (+1) 609 919 7937
secl@novonordisk.com hrmm@novonordisk.com
Company Announcement no 15/2009
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 23, 2009 NOVO NORDISK A/S
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Lars Rebien Sorensen,
President and Chief Executive Officer