Novo Nordisk (NOVO) Status update summary

Extraordinary General Meeting and Board Renewal

• An Extraordinary General Meeting is scheduled for 14 November 2025 to elect new board members after disagreements between the current board and the main shareholder over board composition and renewal.

• The meeting will be held fully electronically at 14:00 CET, with options for virtual participation or webcast viewing in Danish and English.

• Shareholders can register, vote by proxy or correspondence, and submit questions in advance; registration deadline is 10 November 2025.

• Voting rights are determined by shareholdings as of 7 November 2025; A shares carry 10 votes per DKK 0.01, B shares carry 1 vote per DKK 0.01.

• The current Chair, Vice Chair, and several independent members will not stand for re-election, prompting significant board renewal.

Rationale and Process for Board Changes

• The main driver for the changes is the need for faster decision-making and adaptation to a dynamic, consumer-oriented obesity market.

• Disagreement centered on the urgency and scope of board renewal, not on company strategy or management execution.

• The Foundation board believes new perspectives and energy are needed to support ongoing transformation and growth initiatives.

• The decision aims to provide clarity on future governance and address differing views between the Board and the Foundation, which controls the majority of votes.

Proposed New Board Composition

• Election of new Board members is the sole agenda item, with proposed members: Lars Rebien Sørensen (Chair), Cees de Jong (Vice Chair), Britt Meelby Jensen, Kasim Kutay, Mikael Dolsten, and Stephan Engels.

• Employee-elected members Elisabeth Dahl Christensen, Liselotte Hyveled, Mette Bøjer Jensen, and Thomas Rantzau will remain.

• Additional candidates, including Helena Saxon, are expected to be nominated at the 2026 AGM to further strengthen competencies, especially in U.S. and consumer markets.

• Kasim Kutay will remain on the board, providing continuity and life science expertise.

• Board composition aims for a balance of Nordic and non-Nordic nationalities and gender diversity, with further changes planned for 2026.