Novo Nordisk A/S : Charter of the Audit Committee of the Board of Directors ( charter audit committee 2025 )

Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S

1. Status

   1. The Board of Directors of Novo Nordisk A/S ("the Board") has established the Audit Committee (AC) in accordance with Section 5 of the Rules of Procedure for the Board. This Charter is adopted to govern the AC in compliance with applicable Danish law and corporate governance practices and with the New York Stock Exchange Listed Company Manual and the US Securities and Exchange Commission (SEC) Rule 10A-3, including any specific exemptions the company elects to rely upon.

2. Membership

   1. The AC consists of three to five members. Members of the AC are elected for a one-year term by and among the members of the Board. The Board elects a member of the AC as Chair of the committee. Any member of the AC can be removed by the Board at any time. The Chair and the Vice Chair of the Board of Directors cannot be Chair of the AC.

   2. Each member of the AC shall qualify as independent as defined by the SEC (unless an exemption from the SEC's independence requirements for AC members applies to such member). Furthermore, at least one member of the AC shall qualify as an AC Financial Expert as defined by the SEC and independent as defined by the New York Stock Exchange and be designated by the Board as an AC Financial Expert.

   3. Further, at least one member of the AC shall in accordance with applicable Danish law have competences in accounting and/or auditing.

   4. The same person(s) may satisfy the US and Danish independence and financial expertise requirements.

   5. Except for agenda items reserved for the committee's internal discussion at each meeting and private meetings with management members, the Chief Financial Officer, the Senior Vice President of Global Legal, IP & Security, the VP of Group Internal Audit, the External Auditors and the VP of Corporate Secretariat attend, without voting rights, the meeting.

   6. The AC may invite other functions such as "Enterprise IT" and Product Supply when relevant.

   7. The Chief Compliance Officer/Group Vice President of Business Assurance & Compliance acts as secretary of the AC and attends the full meeting.

3. Purpose and responsibilities

   1. The AC assists the Board with the oversight of:

      • the External Auditor

      • the internal audit function

      • the process for handling complaints reported through the Compliance Hotline (whistleblowing)

      • financial and sustainability reporting

      • enterprise risk management system - financial and sustainability risks

      • business ethics compliance

      • information security

      • insurance coverage

      • special theme reviews and other tasks

   2. The primary function of the AC is to assist the Board by reviewing information within these areas of oversight and presenting recommendations to the Board. All decisions are made by the Board except as expressly stated in this Charter.

   3. The AC has the following responsibilities:

      1. The External Auditor

         • An External Auditor is an auditor engaged to perform audit, review, and attest services for Novo Nordisk as defined in applicable Danish and US law.

         • Oversee the process for identifying an External Auditor to be elected by the Annual General Meeting, including arranging any required tenders and in connection with a tender providing at least two proposals to the Board. Recommend to the Board the statutory External Auditor to be nominated by the Board and elected by the Annual General Meeting. Prepare the Board's recommendation for the Annual General Meeting regarding the election of the External Auditor and, if relevant, recommend to the Board that the Board proposes to the Annual General Meeting that an External Auditor is discharged.

         • Appoint, retain, and oversee the work of any other External Auditor as requested by the SEC. Review the annual audit plan and the work of the External Auditor.

         • Review the External Auditor's reports on the result of the statutory audit and results of the limited assurance on sustainability reporting, including the long-form report. Review the compensation of the External Auditor and recommend the compensation to the Board for approval.

         • Establish policies and procedures for the engagement of any External Auditor

           signing the audit report submitted to the SEC or Danish Authorities, to provide audit services and permitted non-audit services. The provision of permitted non-audit services shall comply with the restrictions in applicable Danish and US law, including the 70% rule of independence. In addition,

           • Establish process for hiring current and former employees of the External Auditor.

           • Review the engagement letter with the External Auditor and recommend the terms to the Board for approval.

           • Pre-approve all audit services and permitted non-audit services to be provided by any External Auditor in accordance with the Policy for pre-approval of services provided by the independent auditor approved by the AC. The committee may delegate its authority to pre- approve services to one or more members of the AC, provided that such designees present any such approvals to the full AC at the next AC meeting.

           • Review the scope of the non-audit services performed by the External Auditor.

         • At least annually evaluate the competences, performance and independence of the External Auditor and obtain and review a report from the External Auditor describing internal quality-control procedures, issues raised in the most recent internal quality reviews or raised by governmental or professional authorities, actions taken and substantiating that the External Auditor are independent.

         • Resolve any audit problems or disagreements between Executive Management and any External Auditor regarding financial and sustainability reporting.

      2. The internal audit function

         • Approve the Charter, the annual audit plan covering financial including sarbox, sustainability, IT and business ethics audit activities, budget, and the work of the internal audit function.

         • Review the internal auditor's reporting to Executive Management and the AC, including Management's follow-up on the findings from the internal audit function.

         • Assess that the internal audit function has sufficient resources and adequate competencies to perform its role. Monitor the effectiveness and the independence of the company's internal audit.

         • The Chair of the AC shall approve the appointment, remuneration principles and actual remuneration and dismissal of the head of the internal audit function. Should the head of the internal audit function want to pursue other positions, the reasons for such shall be informed to the Chair of the AC.

         • The Chair of the AC shall review the performance of the head of the internal

           audit function and assess whether the personal targets for the head of such function have been achieved.

      3. The procedure for handling complaints reported through the Compliance Hotline (whistleblowing)

         • Maintain procedures for the receipt, retention, and handling of complaints regarding financial reporting, fraud, business ethics and local law matters received by Novo Nordisk's Compliance Hotline as well as monitor complaints received. Furthermore, ensure a confidential and anonymous procedure for submission made by employees of Novo Nordisk of concerns related to the above-mentioned.

      4. Financial and sustainability reporting

         • Review:

           • the consolidated financial statement in the Annual Report and Form 20-F,

           • the consolidated sustainability statements in the Annual Report,

           • the company's financial statement releases for the full year and interim financial reports, including announced financial outlook and

           • any other significant financial earnings announcements.

         • Review key financial and sustainability accounting policies, significant accounting estimates and judgements, significant and/or unusual transactions and significant related party transactions. Monitor implementation of new financial and sustainability reporting regulations and recommend changes in key financial and sustainability accounting policies to the Board, if any.

         • Monitor and review the adequacy and effectiveness of the electronic reporting process, systems of internal controls and risks over financial and sustainability reporting (including deficiencies and significant changes in internal controls reported to the AC) and approve significant changes therein.

      5. Enterprise Risk Management system - financial and sustainability risks

         • Monitor the effectiveness of the enterprise risk management system of Novo Nordisk in relation to financial and sustainability reporting. Review of risks especially related to financial, sustainability, accounting, tax, and treasury matters, including annual review of the company's overall currency exposure, hedge cover and performance.

      6. Business ethics compliance

         • Review and report to the Board on the effectiveness of the business ethics compliance program, including personal data protection program.

      7. Information security

         • Review and report to the Board on Novo Nordisk's Information Security incidents trend and potential significant incidents handled.

      8. Insurance coverage

         • Review Novo Nordisk's insurance coverage by assessing annually the appropriateness of the insurance coverage regarding property, business interruption, product liability and Directors & Officers Liability.

      9. Special theme reviews and other tasks

         • Focused review of special themes and items for which there may be a significant accounting impact, i.e. M&A transactions, significant investments etc. as well as other tasks on an ad hoc basis, as specifically decided by the Board.

         • Prior to the Board's approval, the AC reviews the annual update of tax strategy and tax policy. The AC also reviews the proposal of interim dividend.

4. Operation of the Audit Committee

   1. The AC may engage independent counsel and other advisors as it deems necessary to carry out its duties.

   2. The AC may, if deemed necessary and upon its discretion, request separate meetings with any employee and the External Auditor.

   3. The AC shall, once a year:

      1. Discuss the organisational review of the global finance and internal audit organisation.

      2. Conduct an evaluation of its effectiveness as a full committee and report such evaluation to the Board.

      3. Review applicable independence, financial expertise, and other legal requirements of each member of the AC to determine whether the AC meets the applicable legal standards. The AC shall present such review to the Board for approval as well as propose any required or recommended disclosures.

      4. Evaluate the adequacy of this Charter and if relevant, recommend any changes to the Board.

      5. Approve the corporate governance reporting on the AC's work to be included in the

         Company's financial or other reporting, as required by applicable law.

5. Meetings

   1. The AC meets in person or virtually as often as it deems appropriate, but at least four times each year. Further, the AC shall meet upon request of a member of the AC, the Chief Executive Officer, the Chief Financial Officer or the internal audit function and External Auditor.

   2. Meetings are convened with not less than three calendar days' written notice to all members of the AC. The notice shall include an agenda for the meeting and to the extent possible all written material relating to the agenda items.

   3. The AC shall periodically meet separately with management, the internal auditor function, and the External Auditor.

   4. Minutes of AC meetings are kept and forwarded to the members of the AC.

   5. Under special circumstances, a committee resolution may be passed over the phone or in writing. In such cases the proposed resolution shall be forwarded to the members and the Chair shall subsequently seek to obtain a written or oral statement from all members of the AC and arrange for the recording of the resolution in the minute book.

6. Quorum

   1. The AC forms a quorum when two or more of its members are present. Resolutions are passed by simple majority.

7. Reporting to the Board

   1. The AC regularly informs the Board of the work and discussions and present recommendations to the Board. The Board receives the minutes of the AC meetings, while all material presented to or prepared by the AC is available to all members of the Board upon request.

8. Adoption and publication of Charter

   1. This Charter has been approved by the Board at its meeting held on 9 December 2025.

   2. This Charter is available on the novonordisk.com.