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Novo Nordisk A/S (NNO)

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Wednesday 26 February, 2003

Novo Nordisk A/S

Notice of AGM

Novo Nordisk A/S
26 February 2003

Stock Exchange Announcement
No 6 / 2003



26 February 2003

Annual General Meeting of Novo Nordisk A/S

This is to inform the stock exchanges that the ordinary Annual General Meeting
of Novo Nordisk A/S will be held on Tuesday 25 March 2003. The AGM will take
place in Danish.



For your information we enclose the agenda and the complete proposals.

------

February 2003



To the shareholders of Novo Nordisk A/S





The Company will hold its Annual General Meeting on



Tuesday 25 March 2003, at 4:30 pm



at Radisson SAS, Falconer Center, Falkoner Alle 9, 2000 Frederiksberg.



Agenda:



1.   The Board of Directors' report on the Company's activities in the past
financial year.



2.   Presentation of the audited Annual Report (the Annual Accounts, the
Management Report as well as the Consolidated Accounts).



3.   Resolution concerning adoption of the audited Annual Report, including
discharge of Management and the Board of Directors from their obligations.



4.   Resolution concerning application of profits according to the adopted
audited Annual Report.



5.   Election of members to the Board of Directors.



      Niels Jacobsen and Jorgen Wedel resign. The Board of Directors proposes
re-election of Niels Jacobsen and Jorgen Wedel and election of Sten Scheibye as
a new member of the Board of Directors.



6.   Election of auditors.



      The Board of Directors proposes re-election of PricewaterhouseCoopers and
Ernst & Young, State-authorised public accountants.



7.   Proposal from the Board of Directors:



      To amend the Articles of Association of the Company as a consequence of
the new Danish Financial Statements Act and the changes made to the Danish
Companies Act, which were effective as of 1 January 2002. The Board of Directors
proposes amendments to (S) 8 f, (S) 12, (S) 15 f and (S) 19 a of the Articles of
Association.



8.   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 on the date of purchase with a deviation of up
to 10%, cf Article 48 of the Danish Companies Act.



9.   Miscellaneous.





The complete proposals:



Re agenda point 5:



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 in the best possible way can attend to the interest of the
shareholders and thus the interests of the company with due respect to other
stakeholders of the Company. The Board of Directors actively contributes to
developing the Company as a globally working focused pharmaceutical company and
supervises Management in its decisions and operations.



It is the assessment of the Board of Directors that it complies with these
criteria with its current composition.



The proposed Board candidates have the following backgrounds:



Niels Jacobsen (45 years), a Danish national, has served as CEO & president of
Oticon/William Demant Holding A/S since 1998. Niels Jacobsen joined
Thrige-Titan, a Danish industrial group, in 1984 as executive assistant to the
CEO, and from 1985-86 as financial controller and later as head of Finance &
Administration. In 1987, he joined Atlas Denmark as secretary to the board with
overall responsibility for acquisitions and divestments. In 1988, he became CEO
& president of Orion, an industrial holding company. In 1992, Niels Jacobsen was
appointed COO of Oticon/William Demant Holding. Niels Jacobsen received an MSc
in Economics from Aarhus University in 1983. Outside Novo Nordisk, he is a
member of the board of Micro Matic Holding A/S and Hojgaard Holding A/S.
Furthermore, Oticon/William Demant Holding A/S has appointed Niels Jacobsen
member of the Board of Directors of Hearing Instrument Manufacturers Software
Association A/S, Hearing Instrument Manufacturers Patent Partnership A/S and
Sennheiser Communications A/S.



Jorgen Wedel (54 years), a Danish national, was until 2001 responsible for
Commercial Operations and a member of Gilette's Corporate Management Group.
Jorgen Wedel joined Gillette, Braun Division, Denmark, in 1974. He started as
manager and was promoted to international business manager in 1977, at which
time he transferred to Braun's headquarters in Germany. In 1980, Jorgen Wedel
returned to Denmark for Braun as general manager. In 1986, he was given overall
responsibility for Braun's UK operation, sales and marketing activities. In
1991, Jorgen Wedel transferred to Braun Inc in Boston as president with overall
responsibility for Braun's operations in North America, including Canada and
Mexico. In 1994, he was promoted president with global responsibility for Oral-B
Laboratories in California. Jorgen Wedel was appointed executive vice president
and member of Gillette's Corporate Management Group in 1997, and was until 2001
responsible for the International Group comprising all markets outside North
America. Jorgen Wedel holds a Master of Business Administration in Finance and
Accounting from the Copen-hagen Business School (1972) and a Master of Business
Administration in Marketing and International Business from the University of
Wisconsin (1974).



The Board of Directors proposes to elect Sten Scheibye (51 years) as new member
of the Board of Directors of Novo Nordisk A/S. Sten Scheibye is a Danish
national and since 1995 the president and CEO of Coloplast A/S. Sten Scheibye
joined Leo Pharma in 1981 as a registration employee and was promoted to medical
representative in 1983. In 1985 Sten Scheibye transferred to the UK subsidiary,
Leo Laboratories, in 1987 he became coordination manager and in 1989 corporate
vice president. In 1990, Sten Scheibye was appointed executive vice president
with overall responsibility for sales and marketing. In 1993, Sten Scheibye
joined Coloplast as executive vice president with responsibility for sale and
marketing, and subsequently was appointed president and CEO in 1995. Sten
Scheibye holds a Master of Science (1978) and a PhD (1981) from the University
of Aarhus and has a BCom in Marketing Economics from the Copenhagen Business
School (1983). Furthermore, Sten Scheibye is an adjunct professor of applied
chemistry at the University of Aarhus. Besides being appointed member of the
Board of Directors of various Coloplast companies, Sten Scheibye is a member of
the Board of Directors of Danske Bank A/S.

Besides their professional qualifications, the proposed candidates possess great
experience in the daily work and management of international companies within
the areas of healthcare devices, fast moving consumer goods, pharmaceutical and
biotechnology industries.



With the election of the proposed candidates, the Board of Directors will have
an age composition which allows for succession and continuity.



The Norby Committee's Report on good corporate governance recommends that the
majority of the directors elected by the general meeting are independent of the
Company. Five out of seven Board members satisfy this requirement; Mads Ovlisen
(chairman) and Kurt Anker Nielsen (vice-chairman) were chief executive officer
and chief financial officer, respectively, of Novo Nordisk prior to the demerger
into Novo Nordisk A/S and Novozymes A/S in 2000.



Re agenda point 7:



The reason for the proposal by the Board of Directors to amend (S) 8 f, (S) 12,
(S) 15 f and (S) 19 a of the Company's Articles of Association is to adjust the
wording hereof in accordance with the new terms introduced in the Danish
Financial Statements Act and the Danish Companies Act effective as of 1 January
2002.



The amended Articles of Association will hereinafter have the following wording:



(S) 8 f:

'The agenda and the complete proposals and, in the case of the Annual General
Meeting, the audited Annual Report shall be available for inspection by the
shareholders at the Company's offices not later than 8 days prior to any General
Meeting.'



(S) 12:

'The agenda of the Annual General Meeting shall include the following:



1.   The Board of Directors' report on the Company's activities in the past
financial year.



2.   Presentation of the audited Annual Report.



3.   A Resolution to adopt the audited Annual Report, including discharge of
Management and Board of Directors from their obligations.



4.   A Resolution to distribute the profit or cover the loss according to the
adopted audited Annual Report.



5.   Election of members to the Board of Directors.



6.   Appointment of auditors.



7.   Any proposals from the Board of Directors or the shareholders.'



(S) 15 f:

'The members of the Board of Directors shall receive an annual fee to be fixed
at the Annual General Meeting in connection with the adoption of the audited
Annual Report.'



(S) 19 a:

'The audited Annual Report shall be prepared in accordance with the rules of the
Danish Financial Statements Act.'



In order to be adopted at least 2/3 of the total votes of Novo Nordisk A/S shall
be represented at the Annual General Meeting and at least 2/3 of the votes cast
as well as 2/3 of the voting share capital represented at the Annual General
Meeting shall vote in favour of the proposal, cf. (S) 10 b of the Articles of
Association of Novo Nordisk A/S.



The audited Annual Report is available for inspection by the shareholders at the
Company's office, Novo Alle, building 6A, DK-2880 Bagsvaerd, on weekdays between
10.00 am and 2.00 pm from Thursday 27 February 2003 to Tuesday 25 March 2003,
and it is also available for inspection at the Company's web-site
www.novonordisk.com.



The Board of Directors hopes that you will be able to attend the Annual General
Meeting. Admission card to the Annual General Meeting may be obtained by
returning the enclosed requisition, duly completed and signed, to Danske Bank A/
S in the enclosed envelope so that it may receive the requisition no later than
Thursday 20 March 2003, or you may call Danske Bank A/S, no later than Thursday
20 March 2003 before 2.00 pm on tel +45 4339 2885. Admission card can also be
ordered on Danske Bank A/S' homepage: http://www.danskebank.dk/GFNOVO no later
than Thursday 20 March 2003 before 2.00 pm.



Prior to the Annual General Meeting the admission card will be sent to you at
the address registered in the Company's register of shareholders. The admission
card will show the number of votes you are entitled to according to the register
of shareholders, pursuant to Article 11 of the Articles of Association.



If you cannot 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 we
kindly ask you to return the attached proxy form, signed and dated, equally to
be received by Danske Bank A/S no later than Thursday 20 March 2003.



After deduction of withholding tax of 28%, the dividend as approved at the
Annual General Meeting will be sent to Novo Nordisk A/S' shareholders directly
via the Danish Securities Centre (Vaerdipapircentralen A/S).



Yours sincerely



Novo Nordisk A/S

The Board of Directors




                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                          

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